Common use of Amendment and Restatement of the Existing Credit Agreement Clause in Contracts

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties (a) Effective on the Restatement Effective Date and immediately after giving effect to this Agreement agree that, upon (i) the execution provisions of Sections 1 and delivery by each of the parties hereto 2 of this Agreement, the Existing Credit Agreement is hereby amended and (ii) satisfaction of the conditions restated in its entirety to read as set forth in Section 3.01Exhibit A hereto (the “Restated Credit Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and provisions words of similar import, as used in the Restated Credit Agreement (including all exhibits and schedules thereto), shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in any note, certificate or other related document (including all exhibits and schedules thereto), shall mean the Restated Credit Agreement. (b) All “Revolving Credit Commitments” and “Letter of Credit Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all “Revolving Credit Loans” and “Letters of Credit” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date the terms of the Restated Credit Agreement will govern the rights and obligations of the Borrower, the Lenders and the Administrative Agent with respect thereto. (c) The amendment and restatement of the Existing Credit Agreement shall be and as contemplated hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and be construed to discharge or otherwise affect any obligations incurred of the Borrower accrued or otherwise owing under the Existing Credit Agreement which are outstanding on that have not been paid, it being understood that such obligations will constitute obligations under the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Restated Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Revolving Loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Revolving Loans and obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with of the Borrower owing to any Lender or any Affiliate of any Lender under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (de) the Existing Revolving Credit Advances Loans (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “CommitmentCommitments” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (ef) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 3.06 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Existing Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Restatement Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder, (e) the outstanding “Term Loans” (as defined in the Existing Credit Agreement) shall be redesignated as Term Loans hereunder, (f) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Restatement Effective Date, (dg) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder (provided, however, that each Departing Lender shall not continue to be a Lender hereunderentitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03) and (eh) the Borrower Company hereby agrees to compensate each Lender (including and each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of any Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made “Loans” made, “Obligations” incurred and obligations incurred “Letters of Credit” issued under the Existing Credit Agreement which are outstanding on the Effective Agreement Date shall continue as Obligations and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Credit Advances Commitments hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Loans and Revolving Credit Advances Commitments on the Effective Agreement Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses expenses, if any, incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances LIBOR Loans (including the “Eurodollar Rate AdvancesLIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c5.4 hereof, and (e) hereofthe “Revolving Credit Loans” and the “Term Loans”, as applicable, under and as defined in the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders), each applicable Departing Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties (a) Effective on the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions read in its entirety as set forth in Section 3.01Exhibit A hereto (the “Amended Credit Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and provisions words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Amended Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Amended Credit Agreement. (b) Subject to Section 4 below, all “Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Amended Credit Agreement, and all “Loans” and “Letters of Credit” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Amended Credit Agreement, and on and after the Restatement Effective Date the terms of the Amended Credit Agreement will govern the rights and obligations of the Borrower, the Parent, the Lenders and the Agent with respect thereto. (c) The amendment and restatement of the Existing Credit Agreement shall be and as contemplated hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and be construed to discharge or otherwise affect any obligations incurred of the Borrower or Parent accrued or otherwise owing under the Existing Credit Agreement which are outstanding on that have not been paid, it being understood that such obligations will constitute obligations under the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Amended Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date (after giving effect to any repayment or discharge occurring on the Closing Date) shall continue as Loans and Obligations (subject to the proviso at the end of such definition with respect to Excluded Swap Obligations) under (and shall be governed by the terms of) this Agreement and the other Loan Documents. . (b) Without limiting the foregoing, upon the effectiveness hereof: : (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Borrower,” the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Borrower, the Administrative Agent, this Agreement and the Loan Documents, respectively; (bii) Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement; (iii) all obligations constituting “Obligations” with owed to any Lender or any Affiliate of any Lender which are outstanding on the Effective Closing Date (after giving effect to any repayment or discharge occurring on the Closing Date) shall continue as Obligations under this Agreement and the other Loan Documents, ; (civ) the Liens and security interests granted by any Loan Party pursuant to any Loan Document in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations; (v) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit Revolving Extensions of Credit under and loan exposure under as defined in the Existing Credit Agreement as are necessary in the reasonable judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Extensions hereunder as of the Closing Date reflect such Lender’s Pro Rata Share ratable share of the aggregate outstanding aggregate Revolving Credit Advances Extensions on the Effective Closing Date, ; and (dvi) each of the Existing Revolving Credit Advances Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and such reallocation described abovedefined herein) to which it is a party as of the Closing Date, and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein) to which it is a party as of the Closing Date, remains in full force and effect and is hereby ratified, reaffirmed and confirmed, in each case case, as of the Closing Date. (c) The Loan Parties and the Administrative Agent agree and confirm that the Parallel Debt Agreement, dated on or about March 10, 2021 (the terms “Parallel Debt Agreement”), by and among the Loan Parties and the Administrative Agent, remains in full force and effect and confirm, for the avoidance of doubt, that this Agreement shall constitute (i) the “Credit Agreement” as defined in the manner set forth Parallel Debt Agreement and (ii) a “Loan Document” as defined in Section 8.04(c) hereofthe Parallel Debt Agreement.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made “Loans” made, “Obligations” incurred and obligations incurred “Letters of Credit” issued under the Existing Credit Agreement which are outstanding on the Effective Agreement Date shall continue as Obligations and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) all liens and security interests in favor of the Administrative Agent for the benefit of the Lenders, the Issuing Banks and each Specified Derivatives Provider securing payment of the Specified Derivatives Contracts are in all respects continuing and in full force and effect with respect to all of the Obligations and the obligations under the Specified Derivatives Contracts, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans and Commitments hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Revolving Credit Advances Loans and Commitments on the Effective Agreement Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses expenses, if any, incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances LIBOR Loans (including the “Eurodollar Rate AdvancesLIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 5.4 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Agreement Execution Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c4.4 hereof and (e) hereofeach Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit Agreement as of the date hereof shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and indemnification pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.6 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective DateDate (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (d) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each the Departing Lender Lenders shall not be a Lender hereunderhereunder (provided, however, that the Departing Lenders shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03) and (e) the Borrower Company hereby agrees to compensate each Lender (including each and the Departing LenderLenders) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of each Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Parent, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, (df) the Existing Revolving Credit Advances Parties (as defined in Section 2.01other than any Foreign Subsidiary Borrower) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) Loans and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 of the Existing Credit Agreement, and (g) hereofeach of the Credit Parties (other than any Foreign Subsidiary Borrower) reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution Restatement Effective Date and delivery by each immediately after giving effect to the provisions of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.011.04 hereof, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All loans “Loans” made and obligations “Borrower Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Obligations Loans and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Borrower Obligations” (under and as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, Documents and (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation SOFR Loans described abovebelow, in each case on the terms and in the manner set forth in Section 8.04(c) 2.12 hereof. (b) The Borrower hereby (a) agrees that this Agreement and the transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a party, (b) reaffirms all of its obligations under the Loan Documents to which it is a party and (c) acknowledges and agrees that each Loan Document executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” (each as defined in the Existing Credit Agreement) shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Multicurrency Tranche Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the “Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01, (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s applicable Revolving Credit Exposure and applicable outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the applicable outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (df) the Existing Revolving Credit Advances Loans (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (eg) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Credit Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Credit Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsCredit Documents (subject to clause (f) below), (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender (including the Departing Lenders) in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof and (f) hereofeach Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Credit Documents” as defined in the Existing Credit Agreement) and the Departing Lenders shall not be Lenders hereunder.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Loans made, Letters of Credit issued and obligations incurred Obligations incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Loans, Letters of Credit and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Financing Documents. . (b) Without limiting the foregoing, upon the effectiveness hereof: of the amendment and restatement contemplated hereby on the Effective Date: (ai) all references in the “Loan Financing Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Financing Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Financing Documents, ; and (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cii) the “Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on Schedule 2.01; (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure and outstanding Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Aggregate Revolving Credit Advances Exposure on the Effective Date, ; and (div) Revolving Loans previously made to the Borrower by the Departing Lenders under the Existing Revolving Credit Advances (Agreement which remain outstanding as defined in Section 2.01) of each Departing Lender the date of this Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each the Departing Lender’s Lenders’ “CommitmentCommitments” under the Existing Credit Agreement shall be terminated and each no Departing Lender shall not be a Lender hereunder, and (e) the . The Borrower hereby agrees to compensate each Lender (including each any Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the Term Benchmark Loans, any RFR Loans, and any “Eurodollar Rate AdvancesLoans” under the Existing Credit AgreementAgreement (as defined therein) and such reallocation described above, in each case to the extent and on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Swing Line Loans and obligations incurred Revolving Facility Loans made, and all ABL Finance Obligations, incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Swing Line Loans, Revolving Facility Loans and ABL Finance Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. . (b) Without limiting the foregoing, upon the effectiveness hereof: of the amendment and restatement contemplated hereby on the Effective Date: (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, ; (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cii) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding “Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances Facility Commitments” (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case shall be redesignated as Revolving Facility Commitments hereunder as set forth on Schedule 2.01; and (iii) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms and in the manner set forth in Section 8.04(cof) hereofthis Agreement.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans “Revolving Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as 2023 Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsRevolving Commitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as 2023 Revolving Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01(a), (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each 2023 Revolving Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such 2023 Revolving Lender’s outstanding 2023 Revolving Credit Advances Exposure and outstanding 2023 Revolving Loans hereunder reflect reflects such Lender’s Pro Rata Share 2023 Applicable Percentage of the outstanding aggregate 2023 Revolving Credit Advances Exposures on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under and as defined in the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, subject to any Departing Lender’s receipt of payment in full in cash in immediately available funds of the Loans and other amounts owing to such Departing Lender under the Existing Credit Agreement as described below. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (b) the Transitional Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Lender (other than a Departing Lender) or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Obligations hereunder reflect reflects such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances Availability on the Effective Closing Date, (de) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereonthereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement shall immediately terminate and be terminated of no further force and effect, each Departing Lender shall not be a Lender hereunderfor any purpose hereunder (except to the extent of any indemnification under the Existing Credit Agreement that is meant to continue to apply to such Departing Lender by its express terms), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement and (ef) the Borrower hereby agrees to compensate each Lender (including and each Departing Lender) Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c4.4 hereof. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereofhereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.3 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans “Revolving Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsRevolving Commitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01(a), (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Revolving Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Revolving Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Neither the execution, delivery and acceptance of this Agreement is not intended nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and shall not constitute a novationdelivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All loans made Loans made, and obligations incurred Obligations incurred, under the Existing Credit Agreement which are outstanding on the Effective Closing Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Closing Date) shall continue be re-evidenced as Obligations Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. . (b) Without limiting the foregoing, upon the effectiveness hereof: of the amendment and restatement contemplated hereby on the Closing Date and except as otherwise expressly provided herein: (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, ; (bii) all obligations constituting the “ObligationsRevolving Commitments” with any Lender or any Affiliate of any Lender which are outstanding on (as defined in the Effective Date Existing Credit Agreement) shall continue as Obligations under this Agreement and the other Loan Documents, Revolving Commitments hereunder as set forth on Schedule 1.1; (ciii) the “Issuing Lender Commitments” (as defined in the Existing Credit Agreement) shall continue as Issuing Lender Commitments hereunder as set forth on Schedule 1.2; (iv) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Loans hereunder; (v) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the “Revolving Commitments” and “Aggregate Exposure” (each Lender’s credit as defined in and loan exposure in effect under the Existing Credit Agreement Agreement) as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Aggregate Exposure hereunder reflect reflects such LenderXxxxxx’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances Aggregate Exposure Percentage on the Effective Date, Closing Date (d) the Existing and in no event exceeds each such Xxxxxx’s Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereonCommitment hereunder), and the Borrower and each Departing Lender that was a “Lender’s “Commitment” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Closing Date) that (x) such reallocation, sales and assignments shall be terminated and each Departing Lender shall not be a Lender hereunderdeemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (eall of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 10.6 of the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower hereby agrees shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to compensate each Lender (including each Departing Lender) the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any and all losses, costs and expenses incurred by such Lender Lenders under Section 2.16 of the Existing Credit Agreement; and (vi) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in connection with the sale foregoing clause (v) and assignment of agrees that any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” and all required notices and required notice periods under the Existing Credit AgreementAgreement in connection with any of the actions described in the foregoing clause (v) on the Closing Date are hereby waived and such reallocation described aboveof no force and effect. (c) Without limiting the foregoing, the Borrower, as debtor, guarantor, or another similar capacity in which the Borrower acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case on under the terms and “Loan Documents” as defined in the manner set forth Existing Credit Agreement, hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the “Loan Documents” as defined in Section 8.04(c) hereofthe Existing Credit Agreement to which it is a party.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be deemed to be, and hereby are are, amended, superseded and restated in their entirety entirety, with effect as of the Effective Date, by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Loans made, and obligations incurred Obligations incurred, under the Existing Credit Agreement which are outstanding on the Effective Date date hereof shall continue as Obligations the Loan and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: of the amendment and restatement contemplated hereby, (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, Documents and (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cii) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances “Loan” (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement Agreement) shall be redesignated as the Loan hereunder. (b) Notwithstanding the foregoing, as of the Third Amendment and Restatement Date, all Loans and other Obligations shall be hereby assigned from the Departing Borrower to the Borrower and the obligations of the Departing Borrower shall be deemed terminated and each the Departing Lender Borrower shall not be no longer constitute a Lender hereunderparty to this Agreement and shall have no further obligations or liability under this Agreement or any other Loan Document. (c) GWG DLP Funding V, LLC, as the new Borrower, hereby assumes, and ratifies, as of the Third Amendment and Restatement Date, all of the Obligations (e) the Borrower hereby agrees which initial assumption shall refer to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” Obligations outstanding under the Existing Credit Agreement) and hereby expressly acknowledges, agrees and confirms that it has assumed, and hereby agrees to be bound by and to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of the Borrower under this Agreement and all the other Loan Documents (including, without limitation, its obligation to repay all of the Obligations as and when required under the Loan Documents, including the principal amount of, and all accrued and unpaid interest in respect of, all Loans extended prior to or on and after the Third Amendment and Restatement Date, regardless of the Person to whom such reallocation described aboveLoans were extended). GWG DLP Funding V, LLC, as the new Borrower, hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it will be deemed to be the Borrower under the Loan Agreement and the other Loan Documents and shall have all of the obligations of the Borrower thereunder; and the Borrower hereby irrevocably and unconditionally assumes, accepts and agrees to such liability. All references to the term “Borrower”, “Loan Party” or other applicable term in the Loan Agreement or any other Loan Document, or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in each case on connection therewith, shall be deemed to be references to GWG DLP Funding V, LLC, as the terms and in the manner set forth in Section 8.04(cnew Borrower. (d) hereofAS AN ADDITIONAL MATERIAL INDUCEMENT TO THE LENDER TO ENTER INTO THIS AGREEMENT AND TO RELEASE THE DEPARTING BORROWER, THE DEPARTING BORROWER, ON BEHALF OF ITSELF, PARENT, HOLDINGS AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY HERETO) (BORROWER, PARENT, HOLDINGS AND SUCH AFFILIATES, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGOR PARTIES.”), FULLY, FINALLY AND COMPLETELY RELEASES AND FOREVER DISCHARGES THE LENDER AND ITS RESPECTIVE OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “LENDER PARTIES”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY THEREOF RELATING TO THE LOANS, THIS AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS AND WAIVES AND RELEASES ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE LENDER NOTES AND/OR ANY OTHER LOAN DOCUMENT WHICH THE OBLIGOR PARTIES. MAY HAVE OR MAY CLAIM TO HAVE AGAINST THE LENDER PARTIES OR ANY THEREOF, ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO THE THIRD AMENDMENT AND RESTATEMENT DATE. THE DEPARTING BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO THE LENDER THAT IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND CLAIMS WHICH ARE RELEASED BY THE PROVISIONS HEREOF IN FAVOR OF THE LENDER PARTIES, AND WAIVES AND RELEASES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY FEDERAL, STATE OR LOCAL LAW OR STATUTE WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES OR CLAIMS. THE DEPARTING BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS RELEASE. THE DEPARTING BORROWER FULLY UNDERSTANDS THAT THIS RELEASE CONSTITUTES A GENERAL RELEASE, AND THAT IT HAS IMPORTANT LEGAL CONSEQUENCES. THE DEPARTING BORROWER CONFIRMS THAT IT WILL HEREBY RELEASE ANY AND ALL RELEASED CLAIMS THAT IT MAY INDIVIDUALLY HAVE AS OF THE THIRD AMENDMENT AND RESTATEMENT DATE. THE DEPARTING BORROWER HEREBY ACKNOWLEDGES THAT IT HAS HAD A FULL AND FAIR OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING THE LEGAL CONSEQUENCES OF THIS RELEASE AND WAIVER

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under and as defined in the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, subject to any Departing Lender’s receipt of payment in full in cash in immediately available funds of the Loans and other amounts owing to such Departing Lender under the Existing Credit Agreement as described below. Without limiting the foregoing, upon the effectiveness hereof: : (a) all references in the “Existing Loan Documents” (as defined in the Existing Credit Agreement) Documents to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively; (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement; (c) all obligations constituting “Secured Obligations” (under and as defined in the Existing Credit Agreement) with any Lender (other than a Departing Lender) or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Closing Date shall continue as Secured Obligations under this Agreement and the other Loan Documents; (d) each of the Borrowers, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Borrower grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the Existing Loan Documents, hereby each (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party, (cii) to the extent such Borrower granted liens on or security interests in any of its properties pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure the Secured Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement and (iii) to the extent such Borrower guaranteed, was jointly or severally liable, or provided other accommodations with respect to, the “Secured Obligations” under and as defined in the Existing Credit Agreement or any portion thereof pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such guaranties, liabilities and other accommodations; (e) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Outstanding Revolving Credit Advances Exposure hereunder reflect reflects such Lender’s Revolving Loan Pro Rata Share of the outstanding aggregate Aggregate Outstanding Revolving Credit Advances Exposure on the Effective Closing Date, ; (df) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereonthereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement shall immediately terminate and be terminated of no further force and effect, each Departing Lender shall not be a Lender hereunderfor any purpose hereunder (except to the extent of any indemnification under the Existing Credit Agreement that is meant to continue to apply to such Departing Lender by its express terms), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement; and (eg) the Borrower Company hereby agrees to compensate each Lender (including and each Departing Lender) Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c3.4 hereof. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereofhereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.3 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties Subject to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015, (a) the Existing Credit Agreement is hereby amended and restated in the form of Annex B hereto (as so amended and restated, the terms “Fourth Amended and provisions Restated Credit Agreement”), and (b) the Appendices attached hereto, if any, shall hereby replace in their entirety the corresponding Appendices to the Existing Credit Agreement or constitute new Appendices to the Fourth Amended and Restated Credit Agreement; provided that, (i) the amendments and/or restatements of the Existing Credit Agreement set forth in the Fourth Amended and Restated Credit Agreement to effect the Revolver/Term Loan A Extension (such amendments and/or restatements collectively, the “Extension Amendments”) shall be and hereby are amendeddeemed to become effective prior to any other amendments described in this Amendment at the Extension Effective Time, superseded and restated in their entirety by (ii) the terms and provisions amendments and/or restatements of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references set forth in the “Fourth Amended and Restated Credit Agreement to effect the Incremental Revolver/Term A Loan Documents” Increase (as defined in the Existing Credit Agreement) to the “Agent”such amendments and/or restatements collectively, the “Credit Agreement” and the “Loan Documents” Incremental Amendments”) shall be deemed to refer become effective immediately after giving effect to the Agent, Extension Amendments but prior to any other amendments described in this Agreement and Amendment at the Loan DocumentsIncremental Effective Time, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (ciii) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect amendments and/or restatements of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary set forth in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share Section 7.13 of the outstanding aggregate Revolving Fourth Amended and Restated Credit Advances on Agreement and any terms defined therein or defined terms created or modified as a result thereof (the Effective Date, (d“Financial Covenant Amendments”) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full deemed to become effective immediately after giving effect to the Extension Amendments and the Incremental Amendments, and (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under iv) all other amendments and/or restatements of the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(cthe Fourth Amended and Restated Credit Agreement (the “Required Lender Amendments”) hereofshall be deemed to become effective immediately after giving effect to the Extension Amendments and the Incremental Amendments; provided further that, if on the Fourth Restatement Effective Date, the conditions to the effectiveness of the Financial Covenant Amendments or the Required Lender Amendments have not been satisfied, the Fourth Amended and Restated Credit Agreement shall become effective without giving effect to the Financial Covenant Amendments or the Required Lender Amendments, respectively.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Secured Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) Date and each of the signatories hereto that is also a party to the Existing Revolving Credit Advances Agreement hereby agrees that any and all required notices and notice periods under the Existing Credit Agreement in connection with the prepayment (as defined in Section 2.01if any) on the Effective Date of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “CommitmentLoans” under the Existing Credit Agreement shall be terminated are hereby waived and each Departing Lender shall not be a Lender hereunderof no force and effect, and (ed) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender and that have not been waived by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof and (e) hereofthe revolving loans previously made to the Borrowers by the Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lender’s “Commitments” under the Existing Credit Agreement shall be terminated and the Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the US-DOCS\103717350.16 Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01A, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case to the extent requested by such Lender and on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Existing Credit Agreement agree that(excluding the annexes, upon (ischedules and exhibits thereto that are not attached as part of Exhibit A hereto) the execution is hereby amended and delivery by each restated, effective as of the parties hereto of this Agreement and Restatement Effective Date (ii) satisfaction of the conditions as defined in Section 6 hereof), to read in its entirety as set forth in Section 3.01Exhibit A hereto (the "Restated Credit Agreement"), and the Administrative Agent is hereby directed by the Required Lenders to enter into such Loan Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. From and after the effectiveness of such amendment and restatement, the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and provisions words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Existing Credit Agreement shall be and hereby are amended, superseded as amended and restated in their entirety by the terms form of the Restated Credit Agreement, and provisions of this the term "Credit Agreement", as used in the other Loan Documents, shall mean the Restated Credit Agreement. This Agreement is not intended to All Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Revolving Loans, Swingline Loans and shall not constitute a novation. All loans made and obligations incurred Letters of Credit outstanding under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (to the extent not repaid) shall continue as Obligations to be outstanding under (and shall be governed by the terms of) this Restated Credit Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share terms of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Restated Credit Agreement shall be terminated govern the rights of the Lenders and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection Issuing Bank with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofrespect thereto.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such LenderLexxxx’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Adjusted Term SOFR Advances (including the “Eurodollar Rate Adjusted Term SOFR Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share xxx xata share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Agreement Execution Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c4.4 hereof and (e) hereofeach Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit Agreement as of the date hereof shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and indemnification pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.6 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (ia) the execution and delivery by each Effective as of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and is hereby are amended, superseded amended and restated to read in their its entirety by as set forth in Exhibit A hereto (the terms and provisions “Restated Credit Agreement”). (b) The aggregate amount of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred all Letters of Credit outstanding under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Obligations to be outstanding under (the Restated Credit Agreement and shall be governed by from and after such date, the terms of) this of the Restated Credit Agreement will govern the rights of the Administrative Agent, the Lenders and the other Loan Documents. Without limiting Issuing Banks with respect thereto. (c) As of the foregoing, upon Restatement Effective Date and after giving effect to the effectiveness hereof: (a) all references transactions set forth in the “Loan Documents” Master Assignment Agreement dated as of the date hereof among the U.S. Borrower, the Lenders party thereto and the Administrative Agent, (i) the Revolving Commitments (as such term is defined in the Existing Credit Agreement) shall be automatically increased from $400,000,000 to $450,000,000 and (ii) immediately following the “Agent”Revolving Commitment increase referenced in clause (i) of this paragraph (c), the “Credit Agreement” and the “Loan Documents” each Lender party hereto shall be deemed to refer have assigned that portion of its interests, rights and obligations with respect to the Agent, this Revolving Commitments of such Lender outstanding under the Restated Credit Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date (all such interests, rights and obligations to be referred to herein as the “Assigned Interests”), or shall continue as Obligations under be deemed to have assumed a portion of the Assigned Interests so assigned pursuant to this clause (ii), in accordance with Section 9.04 of the Restated Credit Agreement such that, upon given effect to such assignment and assumption, each such Lender holds Revolving Commitments (and a pro rata share of the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions interests in respect of each Lender’s credit and loan exposure under Letters of Credit) in an amount equal to that set forth on Schedule 2.01 of the Existing Restated Credit Agreement as are necessary in order that each opposite such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of name, provided that the outstanding aggregate Revolving Credit Advances on Administrative Agent and the Effective DateLenders hereby waive the minimum assignment requirements, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued recordation fee requirement and unpaid interest the requirement to execute a separate Assignment and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described aboveAssumption, in each case on the terms and in the manner set forth in Section 8.04(c9.04(b)(ii) hereofof the Restated Credit Agreement in respect of such assignments and assumptions. Without limiting the generality of the foregoing, each Lender party hereto hereby makes the representations and warranties required to be made under paragraphs 1.1 and 1.2, respectively, of Annex I to Exhibit A to the Restated Credit Agreement by an Assignor and Assignee (in each case, as defined in such Exhibit A) with respect to the Assigned Interests being assigned or assumed by such Lender hereunder, as the case may be. The U.S. Borrower hereby consents to each such assignment and assumption.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan DocumentsDocuments (it being acknowledged and consented to by the parties to this Agreement that, pursuant to Section 7.06 of the Existing Credit Agreement, (x) JPMorgan Chase Bank, N.A., as the existing Agent under the Existing Credit Agreement (the “Resigning Agent”), hereby notifies the Lenders under the Existing Credit Agreement of its resignation as Agent effective concurrently with the effectiveness of this Agreement, and the provisions of Article VII and Section 8.04(b) of this Agreement shall inure to the benefit of the Resigning Agent as to any actions taken or omitted to be taken by it while it was Agent under the Existing Credit Agreement, and (y) concurrently with such resignation, the Agent hereunder has accepted appointment as the successor Agent to the Resigning Agent), (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent and the Resigning Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee) and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Credit Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Credit Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsCredit Documents (subject to clause (f) below), (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof and (f) hereofeach Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Credit Documents” as defined in the Existing Credit Agreement) and the Departing Lenders shall not be Lenders hereunder.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Credit Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Credit Agreement and (ii) satisfaction of the conditions set forth in Section 3.0110.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Credit Agreement. This Credit Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Bank Debt” incurred or arising under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue and be re-evidenced as Obligations under (and shall be governed by the terms of) this Credit Agreement and the other Loan DocumentsDocuments (such existing “Loans” being referred to herein as the “Existing Loans”). Without limiting the foregoing, upon the effectiveness hereof: (aA) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Credit Agreement and the Loan Documents, (bB) all obligations constituting “ObligationsBank Debt” (as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Closing Date shall continue as Obligations under this Credit Agreement and the other Loan Documents, (cC) the Administrative Agent shall shall, in consultation with Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such LenderXxxxxx’s outstanding Revolving Credit Advances Loans hereunder reflect such LenderXxxxxx’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Closing Date, (dD) the Existing Revolving Credit Advances “Bank Debt” (as defined in Section 2.01the Existing Credit Agreement) (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted and any obligations referred to in clause (E) hereof) under the Existing Credit Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon)full, each Departing Lender’s “Individual 5-Year Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and has no further rights as a Lender under the Existing Credit Agreement or hereunder; provided that it shall continue to be entitled to the benefits of Sections 6.7, 13.1, 13.2, 16.12 and 16.12.2 of the Existing Credit Agreement and the other provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) that expressly survive the termination hereof with respect to facts and circumstances occurring prior to the date hereof, and (eE) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar LIBO Rate Advances Loans (as defined in Existing Credit Agreement) (including the “Eurodollar LIBO Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c6.7 of the Existing Credit Agreement. (b) hereof[reserved]. (c) Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgement and agreement of the provisions in this Section 16.27 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Loans and obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with of the Borrower owing to any Lender or any Affiliate of any Lender under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, Documents and (c) the Administrative Agent shall make such reallocations, salesSALES, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofASSIGNMENTS OR OTHER RELEVANT ACTIONS IN RESPECT OF EACH LENDER’S CREDIT EXPOSURE UNDER THE EXISTING CREDIT AGREEMENT AS ARE NECESSARY IN ORDER THAT EACH SUCH LENDER’S REVOLVING CREDIT EXPOSURE AND OUTSTANDING LOANS HEREUNDER REFLECT SUCH LENDER’S APPLICABLE PERCENTAGE OF THE OUTSTANDING AGGREGATE REVOLVING CREDIT EXPOSURES ON THE EFFECTIVE DATE.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this AgreementAgreement as of the Effective Date. This Agreement is not intended to and shall not constitute a novation. All loans Revolving Loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Revolving Loans and obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with of the Borrower owing to any Lender or any Affiliate of any Lender under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as of the Effective Date as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such LenderXxxxxx’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (as defined in this Agreement as of the Effective Date) (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described aboveabove as of the Effective Date, in each case on the terms and in the manner set forth in Section 8.04(c) hereof3.06 hereofof this Agreement as of the Effective Date.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Swing Line Loans and obligations incurred Revolving Facility Loans made, and all ABL Finance Obligations, incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Swing Line Loans, Revolving Facility Loans and ABL Finance Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. 68 (b) Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (ac) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, ; (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (ci) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding “Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances Facility Commitments” (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) shall be redesignated as Revolving Facility Commitments hereunder as set forth on Schedule 2.01; and such reallocation described above, in each case (ii) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms and in the manner set forth in Section 8.04(cof) hereofthis Agreement.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction or waiver of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments all as more particularly described in Section 2.01. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) in the case of the Existing Credit Agreement, the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s US Tranche Revolving Exposure and outstanding Revolving Credit Advances Term Loans hereunder reflect reflects such Lender’s Pro Rata Share US Tranche Percentage of the outstanding aggregate US Tranche Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.17 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof. ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES AND THE FACILITY LCs

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that(a) Effective immediately following the transactions contemplated by Sections 1 and2 hereof, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and is hereby are amended, superseded amended and restated in their entirety by the terms form attached hereto as Exhibit A. Each of Schedule 2.01 and provisions of this Agreement. This Agreement is not intended Schedule 10.02 to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding is replaced by the applicable Schedule having the same designation attached to the Amended and Restated Credit Agreement. (b) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, (i) on the Effective Date shall continue as Obligations under Date, (and shall be governed by A) the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the term “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan DocumentsTerm B Loans” shall be deemed to refer to the AgentEffective Date Incremental Term Loans and (B) the Incremental Term Lenders shall have all of the rights and obligations of a “Term B Lender” as set forth therein and (ii) on the Delayed Draw Funding Date, this the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall constitute the same Class of Loans for all purposes of the Amended and Restated Credit Agreement and the term “Term B Loans” shall be deemed to include the Delayed Draw Incremental Term Loans. (c) Each Incremental Term Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan DocumentsDocument and each other document required to be approved by any Agent, (b) all obligations constituting “Obligations” with any Lender the Required Lenders or any Affiliate of any Lender which are outstanding other Lenders, as applicable, on the Effective Date shall continue as Obligations under this Agreement (and after giving effect to the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect amendment and restatement of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof).

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made “Loans” made, “Obligations” incurred and obligations incurred “Letters of Credit” issued under the Existing Credit Agreement which are outstanding on the Effective Agreement Date shall continue as Obligations and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (bii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Date shall continue as Obligations under this Agreement and the other Loan Documents, (ciii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Credit Advances Commitments hereunder reflect such LenderLxxxxx’s Pro Rata Share pro rata share of the outstanding aggregate Loans and Revolving Credit Advances Commitments on the Effective Agreement Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (eiv) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses expenses, if any, incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c5.4 of the Existing Credit Agreement, and (v) hereofthe Revolving Credit Loans of each applicable Departing Revolving Lender shall be paid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Revolving Lender concurrently with payment of such interest and fees to the other applicable Revolving Lenders), each applicable Departing Revolving Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Revolving Lender shall not be a Revolving Lender hereunder. (b) This amendment and restatement is being approved and executed by no less than (i) all of the Tranche A-1 Term Loan Lenders, (ii) all of the Revolving Credit Lenders (other than any Departing Revolving Lender), (iii) and Lenders comprising not less than the Requisite Lenders (provided, that U.S. Bank National Association, in its capacity as a Tranche A-2 Term Loan Lender, is executing this Agreement solely to evidence its approval of the Benchmark Replacement and the Benchmark Replacement Conforming Changes (each as defined in the Existing Credit Agreement) set forth in this Agreement, and for no other purpose). This Agreement is being entered into as an amendment and restatement, instead of an amendment to the Existing Credit Agreement, for administrative purposes only, and the failure of any Lender to execute this Credit Agreement shall not affect its obligations under the Existing Credit Agreement as amended herein.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan DocumentsDocuments (it being acknowledged and consented to by the parties to this Agreement that, pursuant to Section 7.06 of the Existing Credit Agreement, (x) JPMorgan Chase Bank, N.A., as the existing Agent under the Existing Credit Agreement (the “Resigning Agent”), hereby notifies the Lenders under the Existing Credit Agreement of its resignation as Agent effective concurrently with the effectiveness of this Agreement, and the provisions of Article VII and Section 8.04(b) of this Agreement shall inure to the benefit of the Resigning Agent as to any actions taken or omitted to be taken by it while it was Agent under the Existing Credit Agreement, and (y) concurrently with such resignation, the Agent hereunder has accepted appointment as the successor Agent to the Resigning Agent), (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent and the Resigning Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (as defined in this Agreement immediately prior to giving effect to Amendment No. 2) (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans, if any, of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution Restatement Effective Date and delivery by each immediately after giving effect to the provisions of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.011.04 hereof, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All loans “Loans” made and obligations “Borrower Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Obligations Loans and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Borrower Obligations” (under and as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, Documents and (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation Loans described abovebelow, in each case on the terms and in the manner set forth in Section 8.04(c) 2.12 hereof. (b) The Borrower hereby (a) agrees that this Agreement and the transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a party, (b) reaffirms all of its obligations under the Loan Documents to which it is a party and (c) acknowledges and agrees that each Loan Document executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrowers, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such LenderXxxxxx’s outstanding Revolving Credit Advances Loans hereunder reflect such LenderXxxxxx’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, Date and (df) each of the Existing Revolving Credit Advances Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and such reallocation described abovedefined herein), in and acknowledges and agrees that each case on the terms “Loan Document” (as referred to and defined in the manner set forth Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in Section 8.04(cfull force and effect and is hereby ratified, reaffirmed and confirmed. Furthermore, the parties to this Agreement agree that, on and after July 8, 2020, all references in the “Loan Documents” (as defined in the Existing Credit Agreement as in effect immediately prior to July 8, 2020) hereof.to the “ABL Term Loan Intercreditor Agreement” shall be deemed to refer to the ABL/Fixed Asset Intercreditor Agreement. 56

Amendment and Restatement of the Existing Credit Agreement. a. The parties to this Credit Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Credit Agreement and (ii) satisfaction of the conditions set forth in Section 3.0110.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Credit Agreement. This Credit Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Bank Debt” incurred or arising under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue and be re-evidenced as Obligations Bank Debt under (and shall be governed by the terms of) this Credit Agreement and the other Loan DocumentsDocuments (such existing “Loans” being referred to herein as the “Existing Loans”). Without limiting the foregoing, upon the effectiveness hereof: (aA) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Credit Agreement and the Loan Documents, (bB) all obligations constituting “ObligationsBank Debt” (as defined in the Existing Credit Agreement) with any Lender Syndication Party or any Affiliate of any Lender Syndication Party (other than a Departing Lender) which are outstanding on the Effective Closing Date shall continue as Obligations Bank Debt under this Credit Agreement and the other Loan Documents, (cC) the Administrative Agent shall shall, in consultation with Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each LenderSyndication Party’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such LenderSyndication Party’s outstanding Revolving Credit Advances Loans hereunder reflect such LenderSyndication Party’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Closing Date, (dD) the Existing Revolving Credit Advances “Bank Debt” (as defined in Section 2.01the Existing Credit Agreement) (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted and any obligations referred to in clause (E) hereof) under the Existing Credit Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon)full, each Departing Lender’s “Individual 5-Year Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender Syndication Party hereunder and has no further rights as a Syndication Party under the Existing Credit Agreement or hereunder; provided that it shall continue to be entitled to the benefits of Sections 6.7, 13.1, 13.2, 16.12 and 16.13 of the Existing Credit Agreement and the other provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) that expressly survive the termination hereof with respect to facts and circumstances occurring prior to the date hereof, and (eE) the Borrower hereby agrees to compensate each Lender Syndication Party (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender Syndication Party in connection with the sale and assignment of any Eurodollar LIBO Rate Advances Loans (including the “Eurodollar LIBO Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c6.7 of the Existing Credit Agreement. b. Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, solely with respect to any Syndication Party hereunder that was a “Syndication Party” under (and as defined in) hereofthe Existing Credit Agreement immediately prior to the effectiveness of this Credit Agreement, other than any Departing Lender (each such Syndication Party, a “Specified Lender”), for the period commencing on March 1, 2019 until the Closing Date of this Credit Agreement, the “5-Year Margin” with respect to each such Specified Lender’s “Loans”, if any, under (and as defined in) the Existing Credit Agreement shall be deemed to equal the 5-Year Margin (determined based on Tier 2) with respect to LIBO Rate Loans hereunder. The Administrative Agent is hereby authorized by Borrower and each of the Syndication Parties (including any Departing Lenders) to take such actions as are necessary to effect the foregoing in the exercise of its reasonable discretion. c. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgement and agreement of the provisions in this Section 16.27 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date (dwithout the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee) and (c) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each the Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each the Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each the Departing Lender shall not be a Lender hereunderhereunder (provided, however, that the Departing Lender shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04, 12.04 and 12.05) and (ed) the Borrower Company hereby agrees to compensate each Lender (including each and the Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Eurocurrency Rate Advances” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of the Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under and as defined in the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, subject to any Departing Lender’s receipt of payment in full in cash in immediately available funds of the Loans and other amounts owing to such Departing Lender under the Existing Credit Agreement as described below. Without limiting the foregoing, upon the effectiveness hereof: : (a) all references in the “Existing Loan Documents” (as defined in the Existing Credit Agreement) Documents to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively; (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement; (c) all obligations constituting “Secured Obligations” (under and as defined in the Existing Credit Agreement) (other than, with respect to any Loan Party, Excluded Swap Obligations of such Loan Party) with any Lender (other than a Departing Lender) or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Closing Date shall continue as Secured Obligations under this Agreement and the other Loan Documents; (d) each of the Borrowers, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Borrower grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the Existing Loan Documents, hereby each (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party, (cii) to the extent such Borrower granted liens on or security interests in any of its properties pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure the Secured Obligations (other than Excluded Swap Obligations of such Borrower), including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement and (iii) to the extent such Borrower guaranteed, was jointly or severally liable, or provided other accommodations with respect to, the “Secured Obligations” under and as defined in the Existing Credit Agreement or any portion thereof pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such guaranties, liabilities and other accommodations; (e) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that (i) each such Lender’s Outstanding Revolving Credit Exposure hereunder reflects such Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure on the Closing Date and (ii) each such Lender’s outstanding Revolving Credit Advances Term Loans hereunder reflect such Lender’s Term Loan Pro Rata Share of the Term Loans outstanding aggregate Revolving Credit Advances on the Effective Closing Date, ; (df) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereonthereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement shall immediately terminate and be terminated of no further force and effect, each Departing Lender shall not be a Lender hereunderfor any purpose hereunder (except to the extent of any indemnification under the Existing Credit Agreement that is meant to continue to apply to such Departing Lender by its express terms), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement; and (eg) the Borrower Company hereby agrees to compensate each Lender (including and each Departing Lender) Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c3.4 hereof. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereofhereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.3 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (as defined in this Agreement immediately prior to giving effect to Amendment No. 3) (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Closing Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01A, (c) the Existing Letters of Credit that remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (d) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Outstanding Amount of Committed Loans and L/C Obligations on the Effective Closing Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each any Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case to the extent required by Section 3.05 and on the terms and in the manner set forth in Section 8.04(c3.05 and (f) upon the effectiveness hereof., each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and each Departing Lender shall not be a Lender hereunder

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan DocumentsDocuments (it being acknowledged and consented to by the parties to this Agreement that, pursuant to Section 7.06 of the Existing Credit Agreement, (x) Barclays Bank PLC, as the existing Agent under the Existing Credit Agreement (the “Resigning Agent”), hereby notifies the Lenders under the Existing Credit Agreement of its resignation as Agent effective concurrently with the effectiveness of this Agreement, and the provisions of Article VII and Section 8.04(b) of this Agreement shall inure to the benefit of the Resigning Agent as to any actions taken or omitted to be taken by it while it was Agent under the Existing Credit Agreement, and (y) concurrently with such resignation, the Agent hereunder has accepted appointment as the successor Agent to the Resigning Agent), (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent and the Resigning Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (as defined in this Agreement immediately prior to giving effect to Amendment No. 2) (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to (a) This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the obligations under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement agree shall be construed as a release or other discharge of any Loan Parties under the Existing Credit Agreement from any of its obligations and liabilities thereunder, as modified hereby. Each Loan Party hereby confirms and agrees that, upon except as modified or amended and restated hereby or by a Loan Document or other instruments executed concurrently herewith, each “Loan Document” (ias defined in the Existing Credit Agreement) to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the execution Second Restatement Effective Date all references in any such Loan Document to the “Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean this Agreement. (b) Each Loan Party (a) consents to the amendment and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions restatement of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to ; (b) acknowledges and shall not constitute a novation. All loans made and agrees that its obligations incurred under each of the “Loan Documents” (as defined in the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and Agreement) owing to each lender thereunder that is also a Lender hereunder shall be governed by in respect of the terms of) obligations of the Borrowers under this Agreement and the other Loan Documents. Without limiting ; (c) reaffirms all of its obligations under each “Loan Document” (as defined in the foregoingExisting Credit Agreement) and each other Loan Document and all other Secured Obligations, upon reaffirms its grants of Liens on the effectiveness hereof: Collateral to secure the Secured Obligations and with respect to each of the Guarantors, its guarantee of the Secured Obligations; and (ad) all references in agrees that, except as expressly amended, restated or modified hereby or by any Loan Document or other instrument executed concurrently herewith, each of the “Loan Documents” (as defined in the Existing Credit Agreement) to which it is a party is and shall remain in full force and effect. Each Loan Party hereby expressly acknowledges that the “Agent”amendment and restatement of the Existing Credit Agreement by this Agreement does not (i) impair the validity, effectiveness or priority of the “Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens, except as set forth in Sections 6.11. Each Loan Party hereby confirms and agrees that all outstanding principal, interest and fees and other obligations under the Existing Credit Agreement” and the “Loan Documents” shall be deemed to refer Agreement immediately prior to the AgentSecond Restatement Effective Date shall, to the extent not paid on the Second Restatement Effective Date, from and after the Second Restatement Effective Date, be, without duplication, Secured Obligations owing and payable pursuant to this Agreement and the other Loan DocumentsDocuments as in effect from time to time, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue accrue interest thereon as Obligations under specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents, . (c) On the Agent shall make Second Restatement Effective Date, each Lender party to the Existing Credit Agreement immediately prior to the Second Restatement Effective Date (each, an “Existing Lender”) will automatically and without further act be deemed to have assigned to each Lender party to this Agreement as of the Second Restatement Effective Date (each, a “Second Restatement Effective Date Lender”), and each such reallocationsSecond Restatement Effective Date Lender will automatically and without further act be deemed to have assumed, sales, assignments or other relevant actions in respect a portion of each such Existing Lender’s credit Loans outstanding immediately prior to the Second Restatement Effective Date (“Existing Loans”) and loan exposure participations under the Existing Credit Agreement as in outstanding Letters of Credit (if any are necessary in order that outstanding on the Restatement Effective Date) and Swing Line Loans (if any are outstanding on the Second Restatement Effective Date) such that, after giving effect to each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share deemed assignment and assumption of Existing Loans and participations, the percentage of the aggregate outstanding aggregate Revolving Credit Advances on the Effective Date(i) Loans, (dii) the Existing Revolving participations under this Agreement in Letters of Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (eiii) the Borrower hereby agrees to compensate participations under this Agreement in Swing Line Loans held by each Lender (including each Departing such Second Restatement Effective Date Lender) for any and will equal the percentage of the aggregate Commitments of all losses, costs and expenses incurred Lenders represented by such Lender in connection with Lender’s Commitment as of the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofSecond Restatement Effective Date.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan DocumentsDocuments (it being acknowledged and consented to by the parties to this Agreement that, pursuant to Section 7.06 of the Existing Credit Agreement, (x) Barclays Bank PLC, as the existing Agent under the Existing Credit Agreement (the “Resigning Agent”), hereby notifies the Lenders under the Existing Credit Agreement of its resignation as Agent effective concurrently with the effectiveness of this Agreement, and the provisions of Article VII and Section 8.04(b) of this Agreement shall inure to the benefit of the Resigning Agent as to any actions taken or omitted to be taken by it while it was Agent under the Existing Credit Agreement, and (y) concurrently with such resignation, the Agent hereunder has accepted appointment as the successor Agent to the Resigning Agent), (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent and the Resigning Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Revolving Credit Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date under the Existing Credit Agreement shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective DateDate (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (de) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder (provided, however, that each Departing Lender shall not continue to be a Lender hereunderentitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03) and (ef) the Borrower hereby agrees to compensate each Lender (including and each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of any Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Agreement Execution Date, (d) the Existing existing Revolving Credit Advances Loans (as defined in Section 2.012.1) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 4.4 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Sections 4.01 and 4.02, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations incurred under under, and as defined in, the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Loans and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate Existing Letters of any Lender Credit which are remain outstanding on the Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the existing “Loans” under the Existing Revolving Credit Advances (as defined in Section 2.01) Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with any break funding events (as described in Section 2.15) arising out of the sale and assignment of any Eurodollar Rate Advances LIBOR Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.15 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (ia) the execution and delivery by each Effective as of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and is hereby are amended, superseded amended and restated to read in their its entirety by as set forth in Exhibit A hereto (the terms and provisions “Restated Credit Agreement”). (b) The aggregate amount of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred all Letters of Credit outstanding under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Obligations to be outstanding under (the Restated Credit Agreement and, from and shall be governed by after such date, the terms of) this of the Restated Credit Agreement will govern the rights of the Administrative Agent, the Lenders and the other Loan Documents. Without limiting Issuing Banks with respect thereto. (c) As of the foregoing, upon Restatement Effective Date and after giving effect to the effectiveness hereof: (a) all references transactions set forth in the “Loan Documents” Master Assignment Agreement dated as of the date hereof among the U.S. Borrower, the Lenders party thereto and the Administrative Agent, (i) the Revolving Commitments (as such term is defined in the Existing Credit Agreement) shall be automatically increased from $180,000,000 to $220,000,000 and (ii) immediately following the “Agent”Revolving Commitment increase referenced in clause (i) of this paragraph (c), the “Credit Agreement” and the “Loan Documents” each Lender party hereto shall be deemed to refer have assigned that portion of its interests, rights and obligations with respect to the Agent, this Revolving Commitments of such Lender outstanding under the Restated Credit Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date (all such interests, rights and obligations to be referred to herein as the “Assigned Interests”), or shall continue as Obligations under be deemed to have assumed a portion of the Assigned Interests so assigned pursuant to this clause (ii), in accordance with Section 9.04 of the Restated Credit Agreement such that, upon given effect to such assignment and assumption, each such Lender holds Revolving Commitments (and a pro rata share of the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions interests in respect of each Lender’s credit and loan exposure under Letters of Credit) in an amount equal to that set forth on Schedule 2.01 of the Existing Restated Credit Agreement as are necessary in order that each opposite such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of name, provided that the outstanding aggregate Revolving Credit Advances on Administrative Agent and the Effective DateLenders hereby waive the minimum assignment requirements, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued recordation fee requirement and unpaid interest the requirement to execute a separate Assignment and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described aboveAssumption, in each case on the terms and in the manner set forth in Section 8.04(c9.04(b)(ii) hereofof the Restated Credit Agreement in respect of such assignments and assumptions. Without limiting the generality of the foregoing, each Lender party hereto hereby makes the representations and warranties required to be made under paragraphs 1.1 and 1.2, respectively, of Annex I to Exhibit A to the Restated Credit Agreement by an Assignor and Assignee (in each case, as defined in such Exhibit A) with respect to the Assigned Interests being assigned or assumed by such Lender hereunder, as the case may be. The U.S. Borrower hereby consents to each such assignment and assumption.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Revolving Loans and obligations Term Loans made, and Obligations incurred (other than for any “Swingline Loans” as defined in the Existing Credit Agreement, of which there are none outstanding as of the Effective Date), under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Revolving Loans, Term Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. . (b) Without limiting the foregoing, upon the effectiveness hereof: of the amendment and restatement contemplated hereby on the Effective Date: (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, ; (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cii) the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on Schedule 2.01; (iii) the “Term Loans” (as defined in the Existing Credit Agreement) shall be redesignated as Term Loans hereunder in such amounts as set forth on Schedule 2.01; (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of, in the case of a “Revolving Lender”, it’s “Revolving Commitments” and “Revolving Credit Exposure” and, in the case of a “Term Lender”, its “Term Loans” (each Lender’s credit as defined in and loan exposure in effect under the Existing Credit Agreement Agreement) as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure and outstanding Term Loans hereunder reflect reflects such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances Applicable Percentage thereof on the Effective Date, (d) and the Company and each Lender that was a Lender under the Existing Revolving Credit Advances Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and, except for promissory notes requested by a Lender in accordance with the terms hereof, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 2.019.02(d)(i) of the Existing Credit Agreement and (z) in connection with such reallocation, the Borrower shall pay all interest and fees on the outstanding Loans accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto other than “breakage” costs waived pursuant to Section 1.06(vi)(y) below; (v) for the avoidance of doubt, as a result of the immediately preceding clause (iv), the revolving loans and term loans previously made to the Borrowers by each Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereonthereon and any losses, costs and expenses incurred by such Departing Lender under Section 2.16 of the Existing Credit Agreement), each Departing Lender’s “CommitmentCommitments” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and ; and (evi) each Lender who was a Lender under the Borrower Existing Credit Agreement hereby agrees to compensate waive (x) any requirement under the Existing Credit Agreement for prior notice of any termination or reduction of Commitments under (and as defined in) the Existing Credit Agreement or prepayment of Loans outstanding under (and as defined in) the Existing Credit Agreement, in each Lender case, to the extent required, to be made on the Effective Date as provided herein and (including each Departing Lendery) for any and all losses, costs and expenses incurred by such Lender under Section 2.16 hereof in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in this Section 8.04(c) hereof1.06.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby (and by the Amendment and Restatement Agreement) on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Restatement Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Credit Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Credit Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsCredit Documents (subject to clause (f) below), (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under and as defined in the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, subject to any Departing Lender’s receipt of payment in full in cash in immediately available funds of the Loans and other amounts owing to such Departing Lender under the Existing Credit Agreement as described below. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” (under and as defined in the Existing Credit Agreement) with any Lender (other than a Departing Lender) or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (cd) all Liens granted in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations securing payment of the “Secured Obligations” (under and as defined in the Existing Credit Agreement) shall in all respects be ratified, reaffirmed and continuing and in full force and effect with respect to all Secured Obligations, (e) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure hereunder reflect reflects such Lender’s Pro Rata Share Applicable Revolving Credit Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (df) the Existing Revolving Credit Advances Loans (as defined in Section 2.01) of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereonthereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall immediately terminate and be terminated of no further force and effect, each Departing Lender shall not be a Lender hereunderfor any purpose hereunder (except to the extent of any indemnification of the Existing Credit Agreement that is meant to continue to apply to such Departing Lender by its express terms), and such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement and (eg) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof. Without limiting the forgoing, the parties hereto (including, without limitation, each Departing Lender) hereofhereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.07 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Sections 4.01 and 4.02, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations incurred under under, and as defined in, the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Loans and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” obligations in respect of Hedging Agreements with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Hedging Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (de) the existing “Loans” under the Existing Revolving Credit Advances (as defined in Section 2.01) Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (ef) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with any break funding events (as described in Section 2.15) arising out of the sale and assignment of any Eurodollar Rate Advances LIBOR Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.15 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective DateDate (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (d) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each the Departing Lender Lenders shall not be a Lender hereunderhereunder (provided, however, that the Departing Lenders shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03) and (e) the Borrower Company hereby agrees to compensate each Lender (including each and the Departing LenderLenders) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of each Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case to the extent requested by such Lender and on the terms and in the manner set forth in Section 8.04(c2.16 hereof and (e) hereofas a result of the preceding clause (c), the revolving loans and term loans previously made to the Borrower by each Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon and any losses, costs and expenses incurred by such Departing Lender under Section 2.16 of the Existing Credit Agreement), each Departing Lender’s “Commitments” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (de) the Existing Revolving Credit Advances Loans (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, hereunder and (ef) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties Immediately after the funding of the 2021 Refinancing Term B-1 Loans on the Effective Date pursuant to Section 5 hereof (such time, the “Amendment Effective Time”), the Existing Credit Agreement shall be amended and restated in its entirety as set forth on Annex A hereto (the Existing Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”) and the Lenders party hereto (including each Lender who has delivered a Consent) (which Lenders constitute the Lenders required to consent to this Agreement agree that, upon (ipursuant to Section 9.08 of the Existing Credit Agreement) hereby consent to the execution Amended and delivery by Restated Credit Agreement and direct the Administrative Agent to enter into such other Loan Documents and to take such other actions as the Administrative Agent determines may be necessary or desirable to give effect to the transactions contemplated hereby; provided that each of the parties Administrative Agent, Holdings, the Borrower and the Lenders party hereto of this Agreement (including each Lender who has delivered a Consent) acknowledges and (ii) satisfaction of agrees that the conditions amendments set forth in Section 3.012.14 of the Amended and Restated Credit Agreement shall become effective at the Amendment Effective Time but shall not become operative for purposes of the Revolving Facility until the Pending Revolving Lender Consents have been received by the Administrative Agent and the Borrower; provided, further, that the terms and provisions set forth in Section 2.14 of the Existing Credit Agreement shall be and hereby continue to apply to the Revolving Facility until the Pending Revolving Lender Consents are amended, superseded and restated in their entirety by the terms and provisions obtained. In furtherance of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, parties hereto by executing this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions hereby grant a continuing consent in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner amendments set forth in Section 8.04(c) hereof2.14 of the Amended and Restated Credit Agreement which provisions shall automatically become operative with respect to the Revolving Facility upon receipt of the Pending Revolving Lender Consents by the Administrative Agent and the Borrower.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Neither the execution, delivery and acceptance of this Agreement is not intended nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any person under the Existing Credit Agreement or the Loan Documents executed and shall not constitute a novationdelivered in connection therewith, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby, or (iv) any deeds of trust, liens, security interests or contractual or legal rights securing all or any part of such indebtedness or other obligations. All loans made Loans made, and obligations incurred Obligations incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall continue be re-evidenced as Obligations Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsRevolving Commitments” with any Lender or any Affiliate of any Lender which are outstanding on (as defined in the Effective Date Existing Credit Agreement) shall continue as Obligations under this Agreement and the other Loan DocumentsRevolving Commitments hereunder as set forth on Schedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions (including any reborrowing of Loans) in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such LenderXxxxxx’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures and to adjust the Benchmark therefor on the Effective Date, Date and (d) as a result of the preceding clause (c), the revolving loans and term loans previously made to the Borrower by the Departing Lenders under the Existing Revolving Credit Advances (Agreement which remain outstanding as defined in Section 2.01) of each Departing Lender the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each the Departing Lender’s Lenders’ “CommitmentCommitments” under the Existing Credit Agreement shall be terminated and each the Departing Lender Lenders shall not be a Lender hereunder, and (e) . Nothing herein shall be construed to limit the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment applicability of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner supplemental reaffirmations of obligations or liens set forth in Section 8.04(c) hereofthe Reaffirmation Agreement or otherwise.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) on the execution Restatement Effective Date and delivery by each immediately after giving effect to the provisions of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.011.3 hereof, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Credit Documents as in effect prior to the Restatement Effective Date. All loans “Loans” made and obligations “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Lender Bank or any Affiliate of any Lender Bank which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, Credit Documents and (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) Bank for any and all losses, costs and expenses incurred by such Lender Bank in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation Loans described abovebelow, in each case on the terms and in the manner set forth in Section 8.04(c) 2.11 hereof. (b) The Borrower hereby (a) agrees that this Agreement and the transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Credit Documents to which it is a party, (b) reaffirms all of its obligations under the Credit Documents to which it is a party and (c) acknowledges and agrees that each Credit Document executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01(a), (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Revolving Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Revolving Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i1) On the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction date on which all of the conditions set forth in Section 3.01, 3.2 have been satisfied (or waived in writing by the terms and provisions of Agent): (a) the Existing Credit Agreement shall be and is hereby are amended, superseded amended and restated in their entirety by the terms and provisions form of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under ; (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (ab) all references in the “Loan Documents” Loans (as such term defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are other amounts outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, date hereof: (di) in the Existing Revolving Credit Advances case of Loans and other Obligations under the Operating Facility (as such terms are defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement), shall continue to be outstanding as Loans and other Obligations under the Operating Facility under this Agreement; and (ii) in the case of Loans and other Obligations under the Syndicated Facility (as such term is defined in the Existing Credit Agreement), shall continue to be outstanding as Loans and other Obligations under the Syndicated Facility under this Agreement. (2) In order to give effect to the revised Commitments contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the revised Commitments and to ensure that the aggregate Obligations owing to each Lender under the Credit Facilities are outstanding in proportion to each Lender's Rateable Portion of all outstanding Obligations under the Credit Facilities after giving effect to such revised Commitments; provided that, the foregoing provisions of Section 1.8(1)(b) and such reallocation described above, in each case this Section 1.8(2) shall not apply to Outstanding BAs outstanding on the terms date hereof, such Outstanding BAs being subject to and in the manner set forth in dealt with pursuant to Section 8.04(c) hereof1.8(3).

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and and, as of the Effective Date, shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Secured Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Secured Obligations” with owed to any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests granted by the Borrower or any Subsidiary Guarantor pursuant to any Loan Document in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure and outstanding Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof2.16 hereof (unless waived by any Lender with Revolving Credit Exposure under the Existing Credit Agreement).

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure “Revolving Credit Exposure” under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure and outstanding Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective DateDate (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (eb) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof, (c) hereofthe liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations and (d) each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, provided, however, that all Term Loans outstanding under the Existing Credit Agreement shall be repaid in full on the Closing Date. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Facility Credit Exposure and outstanding Revolving Credit Advances Facility Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Facility Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, Date and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.16 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Financing Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure “Revolving Credit Exposure” under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Exposure and outstanding Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, Date (dwithout the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (eb) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 2.15 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under and as defined in the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: : (a) all references in the “Existing Loan Documents” (as defined in the Existing Credit Agreement) Documents to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively; (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement; (c) all obligations constituting “Secured Obligations” (under and as defined in the Existing Credit Agreement) (other than, with respect to any Loan Party, Excluded Swap Obligations of such Loan Party) with any Lender or any Affiliate of any Lender which are outstanding on the Effective Closing Date shall continue as Secured Obligations under this Agreement and the other Loan Documents; (d) each of the Borrowers, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Borrower grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the Existing Loan Documents, hereby each (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party, (cii) to the extent such Borrower granted liens on or security interests in any of its properties pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure the Secured Obligations (other than Excluded Swap Obligations of such Borrower), including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement and (iii) to the extent such Borrower guaranteed, was jointly or severally liable, or provided other accommodations with respect to, the “Secured Obligations” under and as defined in the Existing Credit Agreement or any portion thereof pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such guaranties, liabilities and other accommodations; (e) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that (i) each such Lender’s Outstanding Revolving Credit Exposure hereunder reflects such Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure on the Closing Date and (ii) each such Lender’s outstanding Revolving Credit Advances Term Loans hereunder reflect such Lender’s Term Loan Pro Rata Share of the Initial Term Loans outstanding aggregate Revolving Credit Advances on the Effective Closing Date, ; and (df) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 3.4 hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which that are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) existing Letters of Credit that remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which that are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit Documents and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined liens and security interests in Section 2.01) favor of each Departing Lender shall be repaid the Administrative Agent for the benefit of the holders of Obligations securing payment of the Obligations are in all respects continuing and in full (accompanied by any accrued force and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees effect with respect to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofObligations.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties (a) Subject to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.017(b) hereof, the Borrower, the Additional Lenders, the Continuing Lenders, and the Administrative Agent agree that the Existing Credit Agreement (including all Exhibits and Schedules thereto) is hereby amended and restated, effective as of the Restatement Date, to read in its entirety as set forth in Exhibit A hereto. As used in the Restated Credit Agreement, the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and provisions words of similar import shall, unless the context otherwise requires and except as provided above, mean the Existing Credit Agreement as amended and restated by this Agreement. (b) On the Restatement Date, upon the effectiveness of this Agreement, notwithstanding any provision of the Existing Credit Agreement or the Restated Credit Agreement that would require a different application of the proceeds of the IPO, (i) the Existing Loans constituting Term A Loans under and as defined in the Existing Credit Agreement shall be deemed to be Term A Loans under the Restated Credit Agreement; (ii) a portion of the Existing Loans constituting Term B Loans under and hereby are amended, superseded and restated as defined in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by repaid upon consummation of the terms ofIPO and the remaining Existing Loans constituting Term B Loans under and as defined in the Existing Credit Agreement shall be deemed to be Term A Loans under the Restated Credit Agreement, (iii) this the Existing Loans constituting Term C Loans under and as defined in the Existing Credit Agreement shall be repaid in full upon consummation of the IPO, (iv) each Existing Loan constituting a Revolving Loan under and as defined in the Existing Credit Agreement shall be deemed to be a Revolving Loan under the Restated Credit Agreement and (v) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued under the other Restated Credit Agreement, and the amount of the unused Revolving Loan Documents. Without limiting Commitments under the foregoing, upon the effectiveness hereof: Restated Credit Agreement shall be adjusted accordingly. (ac) The Borrower shall cause all references in the “Loan Documents” LIBO Rate Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall Restatement Date to be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances Base Rate Loans (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on pay to the terms and in Administrative Agent all breakage costs pursuant to Section 4.4 of the manner set forth in Section 8.04(c) hereofExisting Credit Agreement.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, (df) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Loan Parties hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) Loans and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 of the Existing Credit Agreement, and (g) hereofeach of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such LenderXxxxxx’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Adjusted Term SOFR Advances (including the “Eurodollar Rate Adjusted Term SOFR Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans made Revolving Loans made, and obligations incurred Obligations incurred, under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations Revolving Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement Schedule 2.01 and the other Loan Documents, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender . Nothing herein shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under construed to limit the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment applicability of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner supplemental reaffirmations of obligations or liens set forth in Section 8.04(c) hereofthe Reaffirmation Agreement or otherwise.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.015.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share pro rata share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Agreement Execution Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (ed) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) 4.4 hereof.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred or arising under the Existing Credit Agreement which are outstanding on the Effective Date shall continue and be reevidenced as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsDocuments (such existing “Loans” being referred to herein as the “Existing Loans”). Without limiting the foregoing, upon the effectiveness hereof: (aA) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (bB) all obligations constituting “Obligations” (as defined in the Existing Credit Agreement, but excluding any Specified Swap Obligations) with any Lender or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cC) all “Specified Swap Obligations” (as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender (other than a Departing Lender) which are outstanding on the Effective Date shall be treated as obligations under Specified Derivatives Contracts under this Agreement and the other Loan Documents, (D) the Administrative Agent shall shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans or Term Loans, as appropriate, on the Effective Date, (dE) the Existing Revolving Credit Advances “Obligations” (as defined in Section 2.01the Existing Credit Agreement) (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted and any obligations referred to in clause (F) hereof) under the Existing Credit Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon)full, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and has no further rights as a Lender under the Existing Credit Agreement or hereunder or a Secured Party under the Existing Credit Agreement or hereunder; provided, that it shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement and the other provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) that expressly survive the termination hereof with respect to facts and circumstances occurring prior to the date hereof, and (eF) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances LIBOR Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c3.05 of the Existing Credit Agreement. (b) hereofNotwithstanding anything to the contrary herein or in the Existing Credit Agreement, solely with respect to any Lender hereunder that was a “Lender” under (and as defined in) the Existing Credit Agreement immediately prior to the effectiveness of this Agreement, other than any Departing Lender (each such Lender, a “Specified Lender”), for the period commencing on May 28, 2014 until the Effective Date of this Agreement, the “Applicable Margin” with respect to each such Specified Lender’s “Revolving Loans” and “Term Loans”, if any, under (and as defined in) the Existing Credit Agreement shall be deemed to equal the Applicable Margin (determined based on Pricing Level 3) with respect to Revolving LIBOR Loans and Term LIBOR Loans, respectively, hereunder. The Administrative Agent is hereby authorized by the Borrower and each of the Lenders (including any Departing Lenders) to take such actions as are necessary to effect the foregoing in the exercise of its reasonable discretion. (c) Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgement and agreement of the provisions in this Section 1.4 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Existing Credit Agreement agree that(including all Exhibits and Schedules thereto) is hereby amended and restated, upon (i) the execution and delivery by each effective as of the parties hereto of this Agreement Amendment Effectiveness Date and (ii) satisfaction immediately following the effectiveness of the conditions assignments provided for in Section 7, into a credit agreement (including all exhibits and schedules thereto) reading, subject to the next succeeding sentence, in its entirety as set forth in Exhibit A hereto (the “Restated Credit Agreement”), and the Administrative Agent and the Collateral Agent are hereby directed to enter into such Loan Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. Schedule 2.01 to the Restated Credit Agreement, setting forth the respective commitments of the Continuing Lenders, shall be prepared by the Administrative Agent on or prior to the Amendment Effectiveness Date based on the Funding Memorandum described in Section 3.016(c) of this Assignment and Amendment Agreement and, upon effectiveness of the assignments, shall be deemed a part of the Restated Credit Agreement as though included in Exhibit A hereto. From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and provisions words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Existing Credit Agreement shall be and hereby are amended, superseded as amended and restated in their entirety by the terms form of the Restated Credit Agreement, and provisions of this the term “Credit Agreement. This Agreement is not intended to and ”, as used in the other Loan Documents, shall not constitute a novation. All loans made and obligations incurred mean the Restated Credit Agreement. (b) On the Amendment Effectiveness Date, the Loans outstanding under the Existing Credit Agreement which are will continue outstanding on as Loans under the Effective Date shall continue as Obligations under (and shall be governed by Restated Credit Agreement. Notwithstanding anything to the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined contrary in the Existing Credit Agreement) , the Interest Period in effect for Assigned Loans will terminate on the Amendment Effectiveness Date, and each such Loan will be converted on such date into a Eurodollar Loan having an initial Interest Period equal to the “Agent”, balance of the “Credit Agreement” Interest Period in effect for the Retained Loans on the Amendment Effectiveness Date and bearing interest at the “Loan Documents” shall be deemed to refer LIBO Rate for dollar deposits with a two-month maturity in effect two Business Days’ prior to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Amendment Effectiveness Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” (the “Existing Loans”) made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Collateral Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, the Collateral Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate the Existing Letters of any Lender Credit which are remain outstanding on the Effective Date under the Existing Credit Agreement shall continue as Obligations Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan DocumentsAgreement, (c) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Credit Advances Loans hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Exposures on the Effective DateDate (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (de) the Existing Revolving Credit Advances (as defined in Section 2.01) Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder (provided, however, that each Departing Lender shall not continue to be a Lender hereunderentitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 10.6, 10.10, 16.1, 16.2 and 16.3) and (ef) the Borrower Company hereby agrees to compensate each Lender (including and each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate Eurocurrency Advances” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of any Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof. The parties to this Agreement agree that (i) hereofall terms and conditions of the Existing Credit Agreement which are amended and restated by this Agreement shall remain effective until the Effective Date, and thereafter shall continue to be effective only as amended and restated by this Agreement, (ii) the representations, warranties and covenants set forth herein shall become effective concurrently with the Effective Date, and (iii) this Agreement amends the Existing Credit Agreement in its entirety and this Agreement constitutes the “Credit Agreement” as defined in the Intercreditor Agreement.

Amendment and Restatement of the Existing Credit Agreement. (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.016.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made “Loans” made, “Obligations” incurred and obligations incurred “Letters of Credit” issued under the Existing Credit Agreement which are outstanding on the Effective Agreement Date shall continue as Obligations and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (ai) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, and (bii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Agreement Date shall continue as Obligations under this Agreement and the other Loan Documents. (b) This amendment and restatement is being approved and executed by no less than (i) all of the Tranche A-2 Term Loan Lenders, and (cii) Lenders comprising not less than the Agent Requisite Lenders. This Agreement is being entered into as an amendment and restatement, instead of an amendment to the Existing Credit Agreement, for administrative purposes only, and the failure of any Lender to execute this Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure not affect its obligations under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofamended herein.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans “Loans” made and obligations “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, Date and (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrowers, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, Date and (df) each of the Existing Revolving Credit Advances Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and such reallocation described abovedefined herein), in and acknowledges and agrees that each case on the terms “Loan Document” (as referred to and defined in the manner set forth Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in Section 8.04(cfull force and effect and is hereby ratified, reaffirmed and confirmed. Furthermore, the parties to this Agreement agree that, on and after the Amendment No. 2 Effective Date, all references in the “Loan Documents” (as defined in the Existing Credit Agreement as in effect immediately prior to the Amendment No. 2 Effective Date) hereofto the “ABL Term Loan Intercreditor Agreement” shall be deemed to refer to the ABL/Fixed Asset Intercreditor Agreement.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests granted by any Loan Party pursuant to any Loan Document in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Facility Credit Exposure and outstanding Revolving Credit Advances Facility Loans hereunder reflect reflects such Lender’s Pro Rata Share Revolving Facility Percentage of the outstanding aggregate Revolving Facility Credit Advances Exposures on the Effective Closing Date, (df) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each the Departing LenderLenders) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof, and (g) hereofeach Departing Lender’s “Revolving Facility Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and the Departing Lenders shall not be Lenders hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i1) On the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction date on which all of the conditions set forth in Section 3.01, 3.2 have been satisfied (or waived in writing by the terms and provisions of Agent): (a) the Existing Credit Agreement shall be and is hereby are amended, superseded amended and restated in their entirety by the terms and provisions form of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under ; (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (ab) all references in the “Loan Documents” Loans (as such term defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are other amounts outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, date hereof: (di) in the Existing Revolving Credit Advances case of Loans and other Obligations under the Operating Facility (as such terms are defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement), shall continue to be outstanding as Loans and other Obligations under the Operating Facility under this Agreement; and (ii) in the case of Loans and other Obligations under the Syndicated Facility (as such term is defined in the Existing Credit Agreement), shall continue to be outstanding as Loans and other Obligations under the Syndicated Facility under this Agreement. (2) In order to give effect to the revised Commitments contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the revised Commitments and to ensure that the aggregate Obligations owing to each Lender under the Credit Facilities are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the Credit Facilities after giving effect to such revised Commitments; provided that, the foregoing provisions of Section 1.8(1)(b) and such reallocation described above, in each case this Section 1.8(2) shall not apply to Outstanding BAs outstanding on the terms date hereof, such Outstanding BAs being subject to and in the manner set forth in dealt with pursuant to Section 8.04(c) hereof1.8(3).

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute constitute, a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereofof the amendment and restatement contemplated hereby on the Closing Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting the “ObligationsCommitments” with any Lender or any Affiliate of any Lender which are outstanding (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on the Effective Date shall continue as Obligations under this Agreement and the other Loan DocumentsSchedule 2.01A, (c) the Existing Letters of Credit that remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (d) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations hereunder reflect reflects such Lender’s Pro Rata Share Applicable Percentage of the outstanding aggregate Revolving Credit Advances Outstanding Amount of Committed Loans and L/C Obligations on the Effective Closing Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each any Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Loans (including the “Eurodollar Rate AdvancesLoans” under the Existing Credit Agreement) and such reallocation described above, in each case to the extent required by Section 3.05 and on the terms and in the manner set forth in Section 8.04(c3.05 and (f) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and each Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrowers, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, Date and (df) each of the Existing Revolving Credit Advances Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and such reallocation described abovedefined herein), in and acknowledges and agrees that each case on the terms “Loan Document” (as referred to and defined in the manner set forth Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in Section 8.04(cfull force and effect and is hereby ratified, reaffirmed and confirmed. Furthermore, the parties to this Agreement agree that, on and after July 8, 2020, all references in the “Loan Documents” (as defined in the Existing Credit Agreement as in effect immediately prior to July 8, 2020) hereofto the “ABL Term Loan Intercreditor Agreement” shall be deemed to refer to the ABL/Fixed Asset Intercreditor Agreement.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (after giving effect to repayment of any such Loans on the Restatement Effective Date) shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations”, “Swap Obligations” and/or “Banking Services Obligations” (as each is defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations, Swap Obligations or Banking Services Obligations, as applicable, under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit Documents and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined liens and security interests in Section 2.01) favor of each Departing Lender the Collateral Trustee for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations. Any baskets herein utilized prior to the Restatement Effective Date shall be repaid deemed replenished in its entirety and available in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under this Agreement as of the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereofRestatement Effective Date.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.014.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans Loans made and obligations Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents, provided, however, that all “Term Loans” outstanding under the Existing Credit Agreement shall be repaid in full on the Closing Date. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) except as set forth above with respect to the “Term Loans” outstanding under the Existing Credit Agreement, all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Facility Credit Exposure and outstanding Revolving Credit Advances Facility Loans hereunder reflect reflects such Lender’s Pro Rata Share Revolving Facility Percentage of the outstanding aggregate Revolving Facility Credit Advances Exposures on the Effective Closing Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Borrowers hereby agrees agree to compensate each Lender (including each the Departing LenderLenders) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances Eurocurrency Loans (including the “Eurodollar Rate AdvancesEurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 hereof and (f) hereofeach Departing Lender’s “Revolving Facility Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and the Departing Lenders shall not be Lenders hereunder.

Amendment and Restatement of the Existing Credit Agreement. The parties to this Agreement agree that, upon (i) on the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, ,” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (cd) the liens and security interests in favor of the Administrative Agent shall for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Credit Advances Loans hereunder reflect such Lender’s Pro Rata Share ratable share of the outstanding aggregate Revolving Credit Advances Loans on the Effective Date, (df) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower Loan Parties hereby agrees agree to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) Loans and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c2.16 of the Existing Credit Agreement, and (g) hereof.each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed