Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. (a) Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement. (b) Each of the parties hereto acknowledges that BNS resigned on the date hereof as administrative agent under the Original Credit Agreement and each of the other Loan Documents and that CIBC was appointed as successor administrative agent. For the avoidance of doubt, each of the parties hereto acknowledges and agrees that CIBC has succeeded BNS and is vested with all of the rights, powers, privileges and duties of the Agent under each of the Loan Documents, including this Agreement.

Amendment and Restatement. Effective as (a) On the Closing Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 4.1(e) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Closing Date, Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (b) Notwithstanding the modifications effected by this Agreement amends of the representations, warranties and restates, covenants of the Borrower contained in its entirety, and supersedes the Original Existing Credit Agreement. Each of , the parties hereto Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Loan Documents Administrative Agent, any Issuing Bank or any Lender, in each case, party to which it is a party or otherwise bound its successors arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall continue in full force survive the execution, delivery and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each provided in the Existing Credit Agreement prior to the termination thereof. (c) All indemnification obligations of the Loan Documents Borrower arising under the Existing Credit Agreement (including any arising from a breach of the Schedules representations thereunder) shall survive to the Original Credit extent provided in the Existing Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references prior to the “Agreement” contained therein shall be deemed to refer to this Agreementtermination thereof.

Amendment and Restatement. Effective as of the Closing Date, this (a) This Agreement amends and restates, in its entirety, and supersedes restates the Original Credit Existing Pledge Agreement. Each All rights, benefits, indebtedness, interests, liabilities and obligations of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit AgreementExisting Pledge Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Pledge Agreement (collectively, the Permitted Hedging Agreements “Existing Pledge Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the other Loan Documents terms and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that provisions set forth in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge This Agreement does not constitute, nor shall it result in, a waiver of, or release, discharge or forgiveness of, any amount payable pursuant to the Existing Pledge Agreement or any indebtedness, liabilities or obligations of any Pledgor thereunder, all of which are renewed and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under continued and are hereafter payable and to be performed in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit this Agreement and the other Loan Documents. Neither this Agreement nor any of the other Loan Documents extinguishes the indebtedness or liabilities outstanding in connection with the Existing Pledge Documents, nor do they constitute a novation with respect thereto. (b) All security interests, pledges, assignments, and other Liens previously granted by each Pledgor pursuant to the Existing Pledge Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall continue remain in full force and effect and, from and after as security for the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementSecured Obligations.

Amendment and Restatement. Effective as of This Agreement shall amend and restate the Closing Date, this Original Credit Agreement amends and restates, in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement or any other Original Loan Document and supersedes from and after the effectiveness of this Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the “Obligations” under the Original Credit Agreement shall continue as Obligations under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Security Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Security Documents” (as defined in the Original Credit Agreement. Each of the parties hereto acknowledges ) and agrees that any of the Loan Documents to which it is a party or otherwise bound all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as after giving effect to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original are hereby confirmed and reaffirmed by each Credit Agreement, the Permitted Hedging Agreements and the other Loan DocumentsParty. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and all “Security Documents” (as defined in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andafter the Effective Date in favor of and for the benefit of the Collateral Agent and the Secured Creditors (with each reference therein to the administrative agent, from and after the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), in each case, as such Security Documents are modified on the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementand each Credit Party hereby confirms and ratifies its obligations thereunder.

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges Borrower and the Lender hereby agrees that any of as follows: (i) Except as expressly stated herein or amended hereby or pursuant to documents executed in connection herewith, the Loan Existing Facility Agreement and the other Facility Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and that with respect to all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by thereunder, except for the execution or effectiveness of Facility Documents terminated in connection with the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit AgreementRelease, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that (ii) this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Credit AgreementExisting Facility Agreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree that remain outstanding, and (iii) this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Existing Facility Agreement. (b) On the Effective Date, each Facility Document that was in effect immediately prior to the Effective Date other than the Existing Facility Agreement validly made under and such other Facility Documents that are terminated in accordance connection with the Original Credit Agreement. Except Release shall continue to be effective and, unless the context otherwise requires, any reference to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Existing Facility Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementAgreement and any reference to the Loans or obligations shall be deemed to refer to the Loans and obligations hereunder. For the avoidance of doubt, the Borrower acknowledges and confirms that the Security Documents secure all of the Borrower's obligations hereunder.

Amendment and Restatement. Effective as of The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all Loans (as defined in the Existing Credit Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement amends shall in all respects be continuing and restates, in its entirety, shall be deemed to be Loans and supersedes Obligations outstanding hereunder on the Original terms set forth herein; (iii) the guarantees made to the lender and each other holder of the obligations under the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound , shall continue remain in full force and effect with respect to the Obligations and are hereby reaffirmed and (iv) the Obligations (as defined in the Existing Credit Agreement) held by lenders party to the Existing Credit Agreement that all are not Lenders hereunder as of its obligations thereunder the Closing Date shall be valid repaid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents their related commitments shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documentsterminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lender under the Loan Documents (including the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.

Amendment and Restatement. (a) On the Effective as Date, the Prior Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 6.01(f) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the Closing Date, “Obligations” (as defined in the Prior Agreement) under the Prior Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (b) Notwithstanding the modifications effected by this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto representations, warranties and covenants of the Borrower contained in the Prior Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Loan Documents Administrative Agent, any Issuing Bank or any Lender, in each case, party to which it is a party or otherwise bound its successors arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Prior Agreement shall continue in full force survive the execution, delivery and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each provided in the Prior Agreement prior to the termination thereof. (c) All indemnification obligations of the Loan Documents Borrower arising under the Prior Agreement (including any arising from a breach of the Schedules representations thereunder) shall survive to the Original Credit extent provided in the Prior Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references prior to the “Agreement” contained therein shall be deemed to refer to this Agreementtermination thereof.

Amendment and Restatement. On the Effective as of the Closing Date, this Agreement amends shall amend, restate and restates, supersede the Prior Loan Agreement in its entirety, except as provided in this Section. On the Effective Date, the rights and supersedes the Original Credit Agreement. Each obligations of the parties hereto acknowledges and agrees that any of evidenced by the Prior Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder Agreement shall be valid evidenced by this Agreement, and enforceable and the Prior Loan Agreement shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreementterminate. It is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does shall not constitute a novation of the obligations Prior Loan Agreement or an accord and liabilities existing under satisfaction of the Original Credit Obligations. Except as expressly provided for in this Agreement, the Permitted Hedging Agreements and the other Loan DocumentsDocuments are hereby ratified and reaffirmed and shall remain in full force and effect. The parties hereto further acknowledge Borrower hereby ratifies and agree that this Agreement constitutes an amendment reaffirms the validity and enforceability of all of the Original Credit Agreement validly made under liens and in accordance with the Original Credit Agreement. Except security interests heretofore granted pursuant to the extent specifically amended hereby, each of the Prior Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue , as collateral security for the Obligations, and acknowledges that all of such liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continues to be and remains in full force and effect and, as Collateral for the Obligations. All references to the Prior Loan Agreement in any Loan Document or other document or instrument delivered in connection with the Prior Loan Agreement shall from and after the Closing Date, all references to the “Agreement” contained therein shall Effective Date be deemed to refer to this AgreementAgreement and the provisions hereof as amended, restated, or otherwise modified from time to time.

Amendment and Restatement. Effective as It is the intention of the Closing Borrower, the Administrative Agent, and the Lenders, and such parties hereby agree, from and after the Effective Date, this Agreement amends supersedes and restates, replaces the Existing Credit Agreement in its entirety, and supersedes that (a) such amendment and restatement shall operate to renew, amend and modify certain of the Original Credit Agreement. Each rights and obligations of the parties hereto acknowledges under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof, and agrees that any (b) except with respect to Liens on Properties of the Loan Documents to which it is a party or otherwise bound shall continue Existing Borrower, the Liens securing the “Secured Obligations” under and as defined in full force and effect and that all of its obligations thereunder shall be valid and enforceable and the Existing Credit Agreement shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreementextinguished, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents but shall be secured by the Security Documents carried forward and that this Agreement does not constitute a novation of the shall secure such obligations and liabilities existing under the Original Credit AgreementIndebtedness as renewed, the Permitted Hedging Agreements amended, restated, and the other Loan Documentsmodified hereby. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent Unless specifically amended hereby, each of the Loan Documents (including Documents, the Exhibits and the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Each Lender hereunder that is an Existing Lender and the Existing Borrower each hereby consent to the amendments to, and amendments and restatements of, the Existing Loan Documents in the form of the Loan Documents.

Amendment and Restatement. Effective as of (a) On the Closing Datedate hereof, this Agreement amends and restates, in its entirety, and supersedes the Original Credit AgreementAgreement shall be amended, restated and superseded in its entirety by this Agreement but the indebtedness evidenced thereby shall neither be cancelled nor extinguished and the amounts funded by XX XXXX to Wachovia in accordance with the Assignment Agreement shall be deemed a Loan hereunder in all respects. Each of the The parties hereto acknowledges hereby (i) acknowledge and agrees agree that any the Liens granted under the Original Credit Agreement securing the payment of the Loan Documents to which it is a party or otherwise bound shall continue such indebtedness are in all respects continuing and in full force and effect effect, secure the payment of such indebtedness and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Datedate hereof shall secure the obligations under this Agreement in addition to such indebtedness and (ii) fully and unconditionally ratify and affirm all Transaction Documents. (b) On and after the date hereof, all references (i) each reference in the Transaction Documents to the “Credit and Security Agreement”, “thereunder”, “thereof” contained therein or similar words referring to this Agreement shall mean and be deemed a reference to refer this Agreement as amended and restated hereby and (ii) each reference in the Transaction Documents to the “Obligations” shall mean and be a reference to the Obligations as defined in this Agreement.

Amendment and Restatement. Effective as of On the Closing Date, this Agreement amends shall amend, restate and restates, supersede the Existing Credit Agreement in its entirety, except as provided in this Section 10.20. On the Closing Date, the rights and supersedes the Original Credit Agreement. Each obligations of the parties hereto acknowledges and agrees that any of evidenced by the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder Existing Credit Agreement shall be valid and enforceable and shall not be impaired or limited evidenced by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit this Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations the giving of guarantees and the Obligors hereunder grant of security interests in and Liens on the Collateral by the relevant Loan Parties under the Permitted Hedging Agreements “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under but as amended by this Agreement and the other Loan Documents Documents, and shall not in any event be secured terminated, extinguished or annulled but shall hereafter be governed by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all All references to the “Agreement” contained therein Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Existing Lenders and Xxxxx Fargo, in its capacity as the administrative agent and collateral agent thereunder reserve all of their rights under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) which by their express terms survive the termination of the Existing Credit Agreement and each of the Loan Parties hereby obligates itself again in respect of all such present and future “Obligations” (as defined in the Existing Credit Agreement) except as modified hereby. Nothing contained herein shall be construed as a novation of the “Obligations” outstanding under and as defined in the Existing Credit Agreement, which shall remain in full force and effect, except as modified hereby.

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Existing Security Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements indebtedness and obligations under this Agreement and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements Company and the other Loan Documents Grantors hereunder and thereunder shall be secured by the Security Documents this Agreement and that this Agreement does not constitute a novation of the obligations and liabilities existing under any of the Original Credit Loan Documents (as defined in the Existing Security Agreement). It is understood and agreed that nothing herein shall, or shall be construed to, affect the security interest already created pursuant to the Existing Security Agreement, which security interest shall remain unchanged and unmodified in all respects and shall continue in full force and effect as existed prior to the Permitted Hedging Agreements and the other Loan Documentsdate hereof. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Existing Security Agreement validly made under and in accordance with the Original Credit terms of Section 8.4 of the Existing Security Agreement. Except to the extent In addition, unless specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) Existing Security Agreement, as applicable, shall continue in full force and effect andand that, from and after the Closing Datedate hereof, all references to the “Security Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of The parties hereto agree that, on the Closing Third Restatement Date, this the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement amends shall be deemed to be amended and restates, restated in its entirety, entirety pursuant to this Agreement; (ii) all obligations under the Existing Credit Agreement outstanding on the Third Restatement Date shall in all respects be continuing and supersedes shall be deemed to Obligations outstanding hereunder; (iii) the Original guaranties made pursuant to the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound Agreement shall continue remain in full force and effect with respect to the Obligations and that are hereby reaffirmed; (iv) all Existing Letters of its obligations thereunder Credit outstanding under the Existing Credit Agreement on the Third Restatement Date shall be valid deemed to be Letters of Credit outstanding on the Third Restatement Date under this Agreement; and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of (v) all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and references in the other Loan Documents and that all Obligations of to the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Existing Credit Agreement shall be secured by the Security Documents and that deemed to refer without further amendment to this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lenders or the Loan Documents (including Administrative Agent under the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Obligations pursuant to the Original Existing Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Indebtedness and Obligations (other than Excluded Swap Obligations) of the Obligors Holdings and its Subsidiaries hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement. Each of the Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the Permitted Hedging Agreements Collateral Documents shall continue in full force and effect and each of the other Loan Credit Parties hereby acknowledges and agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement and any amended or new Credit Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Existing Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each terms of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.Section 10.5

Amendment and Restatement. Effective Upon the effectiveness of this Agreement, the Amended and Restated Pledge and Security Agreement, dated as of the Closing DateJuly 3, this Agreement amends and restates2013, by Grantors in favor of Xxxxx Fargo, in its entiretycapacity as the collateral agent (the “Original Security Agreement”), shall be amended and supersedes restated in its entirety by this Agreement. The effectiveness of this Agreement shall not constitute a novation or repayment of the Obligations (as defined in the Original Credit Agreement). Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue Such Obligations (as defined in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is ), together with any and all additional Obligations incurred by the intention of each of Grantors under the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority or under any of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Documents, shall continue to be secured by by, among other things, the Security Documents Collateral, whether now existing or hereafter acquired and that wheresoever located, all as more specifically set forth in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto Each Grantor hereby further acknowledge ratifies and agree that this Agreement constitutes an amendment reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Original Credit Security Agreement validly made or any other Loan Document, to Collateral Agent, as collateral security for the obligations under and the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the Original Credit Agreementdate hereof. Except to Each Grantor hereby further reaffirms its obligations, liabilities, and the extent specifically amended herebyvalidity of all covenants by it contained in any and all Loan Documents, each of the Loan Documents (including the Schedules to the Original Credit as amended, supplemented or otherwise modified by this Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. (a) As of the Effective Date, the terms and provisions of the Existing Repurchase Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Repurchase Agreement, all amounts owing to Buyer under the Existing Repurchase Agreement whether on account of principal, interest or otherwise which remain outstanding shall constitute obligations owing hereunder. This Agreement is given in substitution of the Existing Repurchase Agreement, and not as payment of any amounts due by Original Seller thereunder, and is in no way intended to constitute a novation of the Existing Repurchase Agreement. (c) Upon the effectiveness of this Agreement on the Effective Date, unless the context otherwise requires, each reference to the Existing Repurchase Agreement in any of the Principal Agreements and in each document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement. Except as expressly modified as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each all of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound other Principal Agreements shall continue remain in full force and effect and that all are hereby ratified and confirmed. (d) Upon the effectiveness of this Agreement on the Effective Date, Original Seller is hereby released from the Existing Master Repurchase Agreement solely in its obligations thereunder shall be valid and enforceable capacity as Original Seller and shall not be impaired have any further duties, obligations or limited by the execution liabilities as Original Seller thereunder or effectiveness hereunder other than those of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto Existing Master Repurchase Agreement that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured survive by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementtheir terms.

Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. This Agreement shall become effective on the Effective Date and shall supersede all provisions of the Prior Credit Agreement as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreementsuch date. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from From and after the Closing Date, Effective Date all references made to the “Agreement” contained therein shall Prior Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The Borrower and the Guarantors heretofore executed and delivered to the Administrative Agent the Pledge Agreement, the Security Agreement, the Mortgages and certain other Collateral Documents. The Borrower and the Guarantors hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement; and the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Borrower and the Guarantors thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the "Credit Agreement" and "Notes" referred to in the Pledge Agreement, Security Agreement, Mortgages and any other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the Notes issued hereunder.

Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the an amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that All “Obligations” under the Original Credit Agreement and all Liens securing payment of “Obligations” under the Original Credit Agreement shall in all respects be amended continuing and restated so this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such “Obligations”. Each Borrower acknowledges that, immediately prior to the Effective Date, the outstanding principal amount of (i) the Dollar Revolving Loans (as to preserve the perfection and priority of all security interests securing the Obligations pursuant to defined in the Original Credit Agreement) equals US$0.00 and (ii) the Peso Revolving Loans (as defined in the Original Credit Agreement) equals MXN$0.00 and such amounts are unconditionally owed by the Borrowers, without offset, defense or counterclaim of any kind, such amount shall be deemed outstanding under this Agreement and Pilgrim’s Pride, S. de X.X. de C.V. agrees that it is a direct obligor (and not a surety) with respect to such Obligations notwithstanding the Permitted Hedging Agreements fact it became a Borrower on the date hereof. This Agreement shall supersede the Original Credit Agreement. From and after the other Loan Documents and that all Obligations Effective Date, this Agreement shall govern the terms of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing “Obligations” under the Original Credit Agreement. To the extent not replaced by Loan Documents dated as of the Effective Date, the Permitted Hedging Agreements and the other any “Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of ” (as defined in the Original Credit Agreement) executed in connection with the Original Credit Agreement validly made under and in accordance with (other than any such Loan Document that is specifically terminated by the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documentsparties thereto) shall continue in full force to be effective, and effect and, from and after the Closing Date, all references in those prior Loan Documents to the “Credit Agreement”, the “Agreement” contained therein or similar references, shall be deemed to refer to this AgreementAgreement without further amendment thereof.

Amendment and Restatement. Effective as of The Borrower, the Agent and the Lenders agree that, on the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the an amendment and restatement of the Original Existing Credit Agreement and not a novation of the Existing Credit Agreement. It is As a consequence, the intention of each of obligations, indebtedness and liabilities outstanding under the parties hereto that the Original Existing Credit Agreement be amended shall constitute obligations, indebtedness and restated so as liabilities hereunder governed by the terms hereof and shall continue to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents Security. Such obligations, indebtedness and that liabilities shall be continuing in all respects, and this Agreement does shall not constitute be deemed to evidence or result in a novation of the obligations such obligations, indebtedness and liabilities existing under or a repayment and reborrowing of such obligations, indebtedness and liabilities. The Existing Credit Agreement has been amended and restated solely for the Original purposes of reflecting amendments to the Existing Credit Agreement which the Lenders, the Agent and the Borrower have agreed upon. All references to the “Credit Agreement, ” contained in the Permitted Hedging Agreements and Documents (other than the other Loan Existing Credit Agreement) delivered prior to the effectiveness of this Agreement shall be references to this Agreement without further amendment to those Documents. The parties hereto further acknowledge and agree Borrower confirms that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remains in full force and effect and, from and after effect. All deliverables made under the Closing Date, all references to the “Agreement” contained therein Existing Credit Agreement shall be deemed to refer to have been delivered under this Agreement. Each Lender authorizes the Agent to take all actions and make such adjustments as are reasonably necessary to give effect to the foregoing.

Amendment and Restatement. Effective as The indebtedness and obligations evidenced by this Agreement and all instruments, agreements, and documents executed in connection herewith constitute an amendment, renewal, and restatement of all indebtedness and obligations of the Closing DateBorrower evidenced by the prior loan agreements, this Agreement amends and restates, in its entiretypromissory notes, and supersedes related loan documents (the Original Credit Agreement. Each of the parties hereto acknowledges "Prior Loan Documents") and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue remain in full force and effect except to extent modified by this Agreement and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment notes and restatement of the Original Credit Agreementother documents executed in connection herewith. It is the intention of each of the parties hereto that the Original Credit Agreement be amended All Uniform Commercial Code financing statements, fixtures filings, and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant agreements and/or collateral assignments executed and delivered to the Original Credit Agreement, Bank in connection with the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Prior Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andin all respects as if the indebtedness and obligations secured and perfected with respect to such Uniform Commercial Code financing statements, from security agreements and after collateral assignments had been payable originally as provided by this Agreement and by the Closing Dateinstruments, all references to agreements and documents executed in connection herewith. If any inconsistency exists between this Agreement and the “original Loan Agreement” , the terms of this Agreement shall prevail. Nothing contained therein in this Agreement or in any security agreement, assignment, collateral assignment, mortgage or other document or instrument executed contemporaneously herewith shall be deemed to refer satisfy or discharge the indebtedness evidenced by the Prior Loan Documents (this being an amendment and restatement only) or terminate the security interests, assignments, mortgages, financing statements, fixture filings, or other documents or instruments previously executed and delivered granted to this Agreementthe Bank prior to the date hereof.

Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes as of the date hereof, the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement. It is , (i) the intention of Seller Representative and each of Seller shall continue to be liable to the parties hereto that Administrative Agent or any other Indemnified Party (as such terms are defined in the Original Credit Agreement be amended Agreement) for fees, expenses and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations amounts and liabilities existing which are accrued and unpaid under the Original Credit AgreementAgreement on the date hereof (collectively, the Permitted Hedging Agreements “Original Agreement Outstanding Amounts”) and all agreements to indemnify or otherwise for the other Loan Documents. The benefit of such parties hereto further acknowledge in connection with events or conditions arising or existing prior to the date hereof and agree that this Agreement constitutes an amendment of (ii) the security interest created under the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andas security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, from and after the Closing Date, all references each reference to the “Agreement” contained therein Original Agreement in any Purchase Document or in any other document, instrument or agreement shall mean and be deemed to refer a reference to this Agreement. For the avoidance of doubt, until terminated by mutual consent of the parties thereto, the Suspension Letter shall remain in full force and effect in accordance with its terms notwithstanding the amendment and restatement of the Original Agreement by this Agreement. The Parties may agree to execute additional side letters related to the suspension of sales of Receivables hereunder from time to time.

Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit AgreementLSA. Each The obligations of Obligor as evidenced by the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound Original LSA shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be effect, as amended and restated so as to preserve the perfection in their entirety by this Agreement, all of such obligations being hereby ratified and priority of confirmed by Obligor. Any and all Liens, pledges, assignments and security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the Obligor’s obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) LSA shall continue in full force and effect andeffect, from are hereby ratified and after the Closing Dateconfirmed by Obligor, and are hereby acknowledged by Obligor to secure, among other things, all references of Obligor’s obligations to Lender under this Agreement, with the same priority, operation and effect as that relating to the “Agreement” obligations under the Original LSA. Nothing herein contained therein shall be deemed construed to refer extinguish, release, or discharge, or constitute, create, or effect a novation of, or an agreement to this Agreementextinguish, the obligations of Obligor with respect to the Indebtedness originally described in the Original LSA or any of the Liens, pledges, assignments and security interests securing such obligations. Lender acknowledges, agrees and consents to each Loan Document being amended and restated on the date hereof.

Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 4.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. All outstanding Loans and other Obligations (as defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Company. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Closing DateDate shall be deemed waived or cured by this amendment and restatement thereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, restated, supplemented or otherwise modified from time to time. Each Credit Party party to any Loan Document (as defined in the Existing Credit Agreement) entered into prior to execution of this Agreement amends (collectively, the “Reaffirmed Documents”) hereby (i) ratifies and restates, in reaffirms its entirety, obligations under each Reaffirmed Document except as otherwise amended and supersedes restated on the Original Credit Agreement. Each of the parties hereto Closing Date and (ii) acknowledges and agrees that any of (A) all Liens granted to the Loan Documents Agent to which it is a party or otherwise bound shall continue secure the Obligations (under and as defined in the Existing Credit Agreement) remain in full force and effect except as otherwise amended and that all restated on the Closing Date and (B) the validity, perfection and priority of its obligations thereunder shall be valid and enforceable and shall such Liens will not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the or any other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementDocument.

Amendment and Restatement. Effective as of It is intended by the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each parties hereto that (a) all obligations of the parties hereto acknowledges under the Existing Credit Agreement shall continue to exist under and agrees that any of be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Agreement and the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and with respect to all obligations thereunder; it being understood that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It it is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Existing Credit AgreementAgreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree remain outstanding, and that this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Agreement validly made under and in accordance with the Original Existing Credit Agreement. Except On the Fourth Restatement Effective Date, each Loan Document that was in effect immediately prior to the extent specifically amended hereby, each of Fourth Restatement Effective Date other than the Loan Documents (including the Schedules to the Original Existing Credit Agreement and the such other Loan Documents) Documents that are amended or -49- 4159-4780-3173 ​ ​ ​ amended and restated in connection herewith shall continue in full force and effect to be effective and, from and after unless the Closing Datecontext otherwise requires, all references any reference to the “Agreement” Existing Credit Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement. Prior to the Fourth Restatement Effective Date, all Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms.

Amendment and Restatement. Effective On the A&R Closing Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the A&R Closing Date), this Agreement amends (ii) the representations and restates, in its entirety, warranties made by the Borrower prior to the A&R Closing Date and supersedes the (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement. Each of Agreement prior to the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit AgreementA&R Closing Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all security interests Liens securing the Obligations pursuant to under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Facility Documents and that all Obligations of the Obligors Borrower hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall continue to be secured by Liens evidenced under the Security Documents Facility Documents, and that this Agreement does not constitute a novation or termination of the indebtedness and obligations and liabilities existing under the Original Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent restatement or waiver, whether or not similar and, unless specifically amended herebyhereby or by any other Facility Document, each of the Loan Facility Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the A&R Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective This Agreement shall become effective on the Closing Date and shall supersede all provisions of the Prior Credit Agreement as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreementsuch date. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from From and after the Closing Date, Date all references made to the “Agreement” contained therein shall Prior Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Prior Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Prior Credit Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. The Loan Parties heretofore executed and delivered certain Loan Documents including without limitation the Collateral Documents. The Loan Parties hereby acknowledge and agree that the Liens created and provided for by the Loan Documents continue to secure, among other things, the Obligations arising under this Agreement, and the other Loan Documents, the rights and remedies of the Administrative Agent thereunder and the obligations of the Loan Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness and other obligations which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the "Credit Agreement" and any other Loan Document referred to in any of the Loan Documents shall from and after the date hereof be deemed a reference to this Agreement and the Loan Documents referred to herein.

Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 4.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. All outstanding Loans and other Obligations (as defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Company. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Closing DateDate shall be deemed waived or cured by this amendment and restatement thereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, restated, supplemented or otherwise modified from time to time. Each Loan Party party to any Loan Document (as defined in the Existing Credit Agreement) entered into prior to execution of this Agreement amends (collectively, the “Reaffirmed Documents”) hereby (i) ratifies and restates, in reaffirms its entirety, obligations under each Reaffirmed Document except as otherwise amended and supersedes restated on the Original Credit Agreement. Each of the parties hereto Closing Date and (ii) acknowledges and agrees that any of (A) all Liens granted to the Loan Documents Administrative Agent to which it is a party or otherwise bound shall continue secure the Obligations (under and as defined in the Existing Credit Agreement) remain in full force and effect except as otherwise amended and that all restated on the Closing Date and (B) the validity, perfection and priority of its obligations thereunder shall be valid and enforceable and shall such Liens will not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the or any other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementDocument.

Amendment and Restatement. Effective as of the Closing Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement amends and restates, the Original Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Secured Obligations” under and as defined in its entirety, the Original Credit Agreement (whether or not such “Secured Obligations” are contingent as of the Closing Date). The terms and supersedes conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Secured Obligations incurred under the Original Credit Agreement. Each of On and after the parties hereto acknowledges and agrees that any of Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to which it is a party refer to this Agreement and (ii) all references to any section (or otherwise bound subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Secured Obligations” as defined in the Original Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Secured Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and after giving effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.to

Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Closing Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, this Agreement amends and restates, to comply with the covenants contained in its entirety, and supersedes the Original such Existing Credit Agreement). Each of the parties hereto acknowledges The amendments and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and restatements set forth herein shall not be impaired cure any breach thereof or limited by any “Default” or “Event of Default” under and as defined in the execution or effectiveness of Existing Credit Agreement prior to the amendment and restatement of the Original Credit AgreementRestatement Effective Date. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all security interests Liens securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and “Secured Obligations” under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.Loan

Amendment and Restatement. Effective The parties hereto agree that as of Closing: (a) the Closing DateObligations (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement amends is intended to, and restatesdoes hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety, and supersedes ; (c) the Original Notes executed pursuant to the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue Agreement remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by to evidence the execution or effectiveness of Obligations; (d) the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations Security Documents executed pursuant to the Original Existing Credit Agreement, Agreement remain in full force and effect to secure the Permitted Hedging Agreements Obligations; (e) each Guaranty executed pursuant to the Existing Credit Agreement remains in full force and effect to guaranty the Obligations; and (f) the entering into and performance of their respective obligations under this Agreement (and any other Loan Document executed in connection herewith) and the other Loan Documents transactions evidenced hereby (and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does thereby, as applicable) do not constitute a novation of nor shall they be deemed to have terminated, extinguished, or discharged the obligations and liabilities existing “Obligations” under the Original Existing Credit Agreement, the Permitted Hedging Agreements and Agreement or the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Existing Loan Documents (including or the Schedules to the Original Credit collateral security therefor), all of which “Obligations” and Collateral shall continue under and be governed by this Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementexcept as provided otherwise herein.

Amendment and Restatement. Effective This Agreement is given in amendment, consolidation, restatement, renewal and extension (but not in novation, extinguishment or satisfaction) of the First Amended Loan Agreement. All liens and security interests securing payment of the obligations under the First Amended Loan Agreement are hereby collectively renewed, extended, rearranged, ratified and brought forward as security for the payment and performance of the Obligations. All Obligations under the First Amended Loan Agreement and all Liens securing payment of Obligations under the First Amended Loan Agreement shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such Obligations. This Agreement shall supersede the First Amended Loan Agreement. From and after the Closing Date, this Agreement shall govern the terms of the Obligations under the First Amended Loan Agreement. To the extent not replaced by Loan Documents dated as of the Closing Date, this any "Loan Documents" (as defined in the First Amended Loan Agreement) executed in connection with the First Amended Loan Agreement amends and restates, in its entirety(other than any such Loan Document that is specifically terminated by the parties thereto) shall continue to be effective, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the all references in those prior Loan Documents to which it is a party or otherwise bound shall continue in full force the "Loan and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Security Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement", the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit "Agreement" or similar references, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement without further amendment thereof. The parties hereto acknowledge that each and every reference to "Borrower" in this Agreement, the Loan Documents and all other instruments, documents and certificates in connection therewith shall be deemed to include each of the Borrowers party to this Agreement.

Amendment and Restatement. Effective as of the Closing Date, this 14.26.1 This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit Loan Agreement and, upon the effectiveness of this Agreement. Each , the terms and provisions of the parties hereto acknowledges and agrees that any of the Original Loan Documents Agreement shall, subject to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall Section 14.26.3, be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of superseded hereby. 14.26.2 Notwithstanding the amendment and restatement of the Original Credit Loan Agreement by this Agreement. It is the intention of each , all of the parties hereto that Obligations under the Original Credit Loan Agreement be amended which remain outstanding as of the date hereof, shall constitute Obligations owing hereunder. This Agreement is given in substitution for the Original Loan Agreement, and restated so not as to preserve the perfection and priority payment of all security interests securing the Obligations pursuant of the Borrowers thereunder, and is in no way intended to constitute a novation of the Original Loan Agreement. 14.26.3 Upon the effectiveness of this Agreement, unless the context otherwise requires, each reference to the Original Credit Agreement, Loan Agreement in any of the Permitted Hedging Agreements and the other Loan Documents and that all Obligations in each document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement. Except as expressly modified as of the Obligors hereunder and under the Permitted Hedging Agreements and Closing Date, all of the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andand are hereby ratified and confirmed. Without limiting the generality of the foregoing, from all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Obligor pursuant to the Loan Documents executed and delivered in connection with the Original Loan Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees shall remain in full force and effect as security for the Obligations on and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of the Closing Date, this (a) This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit Agreement and, upon effectiveness of this Agreement. Each , the terms and provisions of the parties hereto acknowledges Original Agreement shall, subject to Sections 1.5(b) and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall (c), be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of superseded hereby. (b) Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement. It is , Agent shall continue to be liable to Owner Trust with respect to agreements on the intention part of each Agent under the Original Agreement to indemnify and hold Owner Trust harmless pursuant to Article XII of the parties hereto Original Agreement for matters within the scope of such indemnification provisions that arose during the period that such agreement was in effect. (c) Notwithstanding the amendment and restatement of the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit by this Agreement, the Permitted Hedging Agreements indebtedness, liabilities and obligations owing to Owner Trust by Agent under the other Loan Documents and that all Obligations Original Agreement remain outstanding as of the Obligors date hereof, constitute Construction Agency Agreement continuing Payments hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall continue to be secured by the Security Documents collateral described in and that pursuant to Section 15.1 but are payable in accordance with the terms of this Agreement. This Agreement is given in substitution for the Original Agreement, and does not evidence a repayment and reborrowing of the obligations of Agent under such agreement, and is in no way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. Liens granted with respect thereto shall be continuing. (d) The parties hereto further acknowledge and agree that this Agreement constitutes an amendment any waivers, express or implied by course of conduct or otherwise, amendments or other actions (or failures to act) under the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein Operative Agreements shall be deemed to refer to of no force or effect, and of no use in interpreting the rights and duties of the parties under this Agreement.