Common use of Assignments; Amendment and Restatement Clause in Contracts

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.08(d), the parties hereby agree that (i) the Commitments of each of the Lenders shall be as set forth on Schedule 1(a) and the Outstanding Amounts of Loans of each Class under the Existing Credit Agreement shall be reallocated as outstanding Loans of such Class hereunder in accordance with such Commitments of the applicable Class, and the requisite assignment shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections 1.08(a) and 1.08(b) and, subject to Section 3.01 hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.08 such that after giving effect to such settlements each Lender’s Commitment equals (with customary rounding) its Commitment of the Outstanding Amount of all Loans. (c) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.08, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as obligations hereunder and thereunder and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing 2017 Credit Agreement contemplated by this Agreement and otherwise to effectuate the desires of the BorrowersCompany, the Existing Administrative Agent, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.08(d1.09(d), the parties hereby agree that (i) the Commitments of each of the Lenders shall be as set forth on Schedule 1(a) 2.01 and the Outstanding Amounts of Loans of each Class applicable Revolving Credit Exposure (under and as defined in the Existing Credit Agreement Agreement) shall be reallocated as outstanding Loans of such Class the applicable Revolving Credit Exposure hereunder in accordance with such Commitments of the applicable ClassCommitments, and the requisite assignment shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing 2017 Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing 2017 Credit Agreement) under the Existing 2017 Credit Agreement, but without the payment of any related assignment fee. All reallocations and assignments effected pursuant to Section 1.09(a) shall be reflected in the Register in accordance with Section 10.04(c). (b) The parties hereto hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts Revolving Credit Exposure effected pursuant to Sections 1.08(a) and 1.08(bSection 1.09(a) and, subject to Section 3.01 4.01 hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing 2017 Credit Agreement) under the Existing 2017 Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date Date, the Lenders shall make full cash settlement with each other (and with the Existing 2017 Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.08 1.09 such that after giving effect to such settlements settlements, the applicable Revolving Credit Exposure of each Lender’s Commitment equals (Lender shall be held ratably by each Lender in accordance with customary rounding) its Commitment of the Outstanding Amount of all Loanstheir applicable Commitments hereunder. (c) The BorrowersCompany, the Existing Administrative Agent, the Administrative Agent and the Lenders hereby agree that that, upon the effectiveness of this Agreement, the terms and provisions of the Existing 2017 Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereofsuch obligations, shall be be, and hereby are are, amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing 2017 Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing 2017 Credit Agreement, including anything in this Section 1.081.09, and of any related “Loan Document” (as such term is defined in the Existing 2017 Credit Agreement and referred to herein, individually or collectively, as the “Existing 2017 Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the any Borrower or any other Person under the Existing 2017 Credit Agreement and other Existing 2017 Loan Documents shall continue as obligations hereunder and thereunder and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing 2017 Credit Agreement or any Existing 2017 Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing 2017 Credit Agreement or of any of the other Existing 2017 Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing 2017 Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunderhereunder pursuant to the terms hereof. The parties hereto agree that the Interest Periods for all Eurocurrency Loans (as defined in the Existing 2017 Credit Agreement) outstanding under the Existing 2017 Credit Agreement on the Closing Date shall be terminated, the Borrower Borrowers shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower applicable Borrowers shall furnish to the Administrative Agent a Notice notice of Continuation/Conversion continuation (other than with respect to Eurocurrency Loans (as defined in the Existing 2017 Credit Agreement) denominated in US Dollars) or notice of conversion for existing Loans pursuant to the Existing 2017 Credit Agreement and a Notice of Borrowing Request for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders 2017 Lxxxxxx agree that the transactions contemplated under this Section 1.08 1.09 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 2.14 or 7.04 Section 2.15 of the Existing 2017 Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the LendersLenders agree that: (a) Simultaneously with Upon the Closing Date, but immediately prior to giving effect to Section 1.08(d)effectiveness of this Agreement, the parties hereby agree that (i) the Commitments and Applicable Percentages of each of the Lenders shall be as set forth on Schedule 1(a) Annex II, and the Outstanding Amounts outstanding principal amount of Committed (USD) Loans of and Committed (MC) Loans (each Class as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated as outstanding Committed (USD) Loans of such Class and Committed (MC) Loans, respectively, hereunder in accordance with such Commitments of the applicable Class, and Applicable Percentages and the requisite assignment assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, including to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit AgreementAgreement or applicable Assignments and Assumptions hereunder, but without the payment of any related assignment fee.fee and (ii) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit outstanding under this Agreement. 119889268 (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections 1.08(a) and 1.08(bSection 1.01(a) and, subject to Section 3.01 Article IV hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments and Outstanding Amounts are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments and Outstanding Amounts as reflected in this Section 1.08 1.01 such that after giving effect to such settlements the outstanding principal amount of all Committed (USD) Loans, Committed (MC) Loans and Swing Line Loans of each Lender on the Closing Date (after giving effect to all Credit Extensions on such date) reflect such Lender’s Commitment equals (with customary rounding) its Commitment of Applicable Percentages on the Outstanding Amount of all LoansClosing Date as set forth on Annex II. (c) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.081.01, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the any Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as indebtedness, liabilities and obligations hereunder and thereunder and shall be and remain secured by the Collateral Documents and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement or any other Loan Document nor the consummation of any other transaction contemplated hereunder or thereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing Credit Agreement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Existing Administrative Agent, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.08(d), the parties hereby agree that (i) the Commitments of each of the Lenders shall be as set forth on Schedule 1(a) and the Outstanding Amounts of Loans of each Class (under and as defined in the Existing Credit Agreement Agreement) shall be reallocated as outstanding Loans of such Class hereunder in accordance with such Commitments of the applicable ClassCommitments, and the requisite assignment shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. All reallocations and assignments effected pursuant to Section 1.08(a) shall be reflected in the Register in accordance with Section 9.09(c). (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections Section 1.08(a) and 1.08(b) and, subject to Section 3.01 hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.08 such that after giving effect to such settlements the Outstanding Amount of each Lender’s Commitment Loans equals (with customary rounding) its Commitment such Lxxxxx’s Percentage of the Outstanding Amount of all Loans. (c) The Borrowers, the Existing Administrative Agent, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.08, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as obligations hereunder and thereunder and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the LendersLenders agree that: (a) Simultaneously with the Closing Date, but immediately prior to Date and after giving effect to Section 1.08(d)any assignments on the Closing Date from Existing Lenders who elect not to continue as Lenders under this Agreement, the parties hereby agree that (i) the Commitments and Applicable Percentages of each of the Lenders shall be as set forth on Schedule 1(a) 2.01, and the Outstanding Amounts outstanding principal amount of Revolver Loans of each Class (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated as outstanding Committed Loans of such Class hereunder in accordance with such Commitments of the applicable Class, and Applicable Percentages and the requisite assignment assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, including to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit AgreementAgreement or applicable Assignments and Assumptions hereunder, but without the payment of any related assignment feefee and (ii) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit outstanding under this Agreement. (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections 1.08(aSection 1.01(a) and 1.08(b) and, subject to Section 3.01 Article IV hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments and Outstanding Amounts are 1 57410581_7 being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments and Outstanding Amounts as reflected in this Section 1.08 1.01 such that after giving effect to such settlements each Lender’s Commitment Applicable Percentage equals (with customary rounding) its Commitment Applicable Percentage of (i) the Outstanding Amount of all Committed Loans, (ii) the Outstanding Amount of all Swing Line Loans and (iii) the Outstanding Amount of all L/C Obligations. (c) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.081.01, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the any Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents (as amended and restated hereby) shall continue as indebtedness, liabilities and obligations hereunder and thereunder and shall be and remain secured by the Collateral Documents and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement or any other Loan Document nor the consummation of any other transaction contemplated hereunder or thereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the BorrowersBorrower, the Administrative Agent and the Lenders: (a) The parties hereto agree that each Commitment (as defined in the Existing Credit Agreement) shall, subject to the terms hereof, constitute a Commitment hereunder. As of the Effective Date (immediately prior to the effectiveness of this Agreement), (i) the Commitments, the Applicable Percentages (as defined in the Existing Credit Agreement) of the Lenders and the principal amount of the Committed Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement are as follows: Bank of America, N.A. $ 37,500,000 50.00000000 % $ 31,250,000 X.X. Xxxxxx Xxxxx Bank, N.A. $ 37,500,000 50.00000000 % $ 31,250,000 (b) Simultaneously with the Closing Effective Date, but immediately prior to giving effect to Section 1.08(d), the parties hereby agree that (i) the Commitments Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be the Applicable Percentage as set forth on Schedule 1(a) 2.01, the Commitments shall be as set forth in Schedule 2.01 and the Outstanding Amounts Amount of Committed Loans of (each Class as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated as outstanding Committed Loans of such Class hereunder in accordance with such Commitments of the applicable ClassApplicable Percentages, and the requisite assignment shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. (bc) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts (each as defined in the Existing Credit Agreement) to the Commitments and Outstanding Amounts hereunder effected pursuant to Sections 1.08(a) and 1.08(b1.01(b) and, subject to Section 3.01 Article IV hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement Facility or Assignment and Assumption Assumptions hereunder, necessary to give effect to any reallocation or assignment. On the Closing Effective Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments (as defined in the Existing Credit Agreement) as reflected in this Section 1.08 1.01 such that after giving effect to such settlements each Lender’s Commitment Applicable Percentage of the Commitments equals (with customary rounding) its Commitment Applicable Percentage of the Outstanding Amount of all Loans. (cd) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunderObligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.08, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or to any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as obligations hereunder and thereunder Obligations hereunder, and (ii) each of this Agreement, the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document Documents and neither the execution and delivery of this Agreement such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and Committed Loans owing by the Borrowers Borrower and outstanding under the Existing Credit Agreement shall continue as of the Closing Date Loans hereunder and shall constitute Loans hereunder accruing interest advances hereunder. The Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Closing Effective Date shall be terminated, converted into Eurodollar Rate Loans under this Agreement and accrue interest at the Borrower shall pay Eurodollar Rate hereunder (with any changes in the Applicable Margin effected hereunder becoming effective as of the date hereof) with an Interest Period beginning on the Closing Effective Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may not be required in connection with to compensate the allocation of Lenders holding such Eurodollar Rate Loans among Lenders in accordance with their Commitments. The Existing Lenders agree pursuant to Section 3.05 for any loss, cost or expense arising from such conversion on the Effective Date; provided, further that on and after the transactions contemplated under this Section 1.08 shall not give rise Effective Date the Applicable Rate applicable to any obligation Loan or Letter of Credit hereunder shall be as set forth in the Borrower definition of Applicable Rate below, without regard to make any payment margin applicable thereto under Section 7.01 or 7.04 of the Existing Credit AgreementAgreement prior to the Effective Date.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing Credit Agreement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Existing Administrative Agent, the Administrative Agent and the LendersLenders hereby agree as follows: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.08(d), the parties hereby agree that (i) the Commitments of each of the Lenders shall be as set forth on Schedule 1(a) and the Outstanding Amounts of Loans of each Class under the Existing Credit Agreement shall be reallocated as outstanding Loans of such Class hereunder in accordance with such Commitments of the applicable ClassCommitments, and the requisite assignment assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. All reallocations and assignments effected pursuant to Section 1.08(a) shall be reflected in the Register in accordance with Section 9.09(c). (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections Section 1.08(a) and 1.08(b) and, subject to Section 3.01 hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.08 such that after giving effect to such settlements the Outstanding Amount of each Lender’s Commitment Loans equals (with customary rounding) its Commitment such Xxxxxx’s Percentage of the Outstanding Amount of all Loans. (c) The Borrowers, the Existing Administrative Agent, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.08, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as obligations hereunder and thereunder and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Term Benchmark Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or Section 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the LendersLenders agree that: (a) Simultaneously with the Closing Date, but immediately prior to Date and after giving effect to Section 1.08(d)any assignments on the Closing Date from Existing Lenders who elect not to continue as Lenders under this Agreement, the parties hereby agree that (i) the Commitments and Applicable Percentages of each of the Lenders shall be as set forth on Schedule 1(a) 2.01, and the Outstanding Amounts outstanding principal amount of Revolver Loans of each Class (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated as outstanding Committed Loans of such Class hereunder in accordance with such Commitments of the applicable Class, and Applicable Percentages and the requisite assignment assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, including to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit AgreementAgreement or applicable Assignments and Assumptions hereunder, but without the payment of any related assignment feefee and (ii) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit outstanding under this Agreement. (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections 1.08(aSection 1.01(a) and 1.08(b) and, subject to Section 3.01 Article IV hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments and Outstanding Amounts are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments and Outstanding Amounts as reflected in this Section 1.08 1.01 such that after giving effect to such settlements each Lender’s Commitment Applicable Percentage equals (with customary rounding) its Commitment Applicable Percentage of (i) the Outstanding Amount of all Committed Loans, (ii) the Outstanding Amount of all Swing Line Loans and (iii) the Outstanding Amount of all L/C Obligations. (c) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.081.01, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the any Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents (as amended and restated hereby) shall continue as indebtedness, liabilities and obligations hereunder and thereunder and shall be and remain secured by the Collateral Documents and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement or any other Loan Document nor the consummation of any other transaction contemplated hereunder or thereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or 7.04 of the Existing Credit Agreement.

Assignments; Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing Credit Agreement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Existing Administrative Agent, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.08(d), the parties hereby agree that (i) the Commitments of each of the Lenders shall be as set forth on Schedule 1(a) and the Outstanding Amounts of Loans of each Class (under and as defined in the Existing Credit Agreement Agreement) shall be reallocated as outstanding Loans of such Class hereunder in accordance with such Commitments of the applicable ClassCommitments, and the requisite assignment shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. All reallocations and assignments effected pursuant to Section 1.08(a) shall be reflected in the Register in accordance with Section 9.09(c). (b) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections Section 1.08(a) and 1.08(b) and, subject to Section 3.01 hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.08 such that after giving effect to such settlements the Outstanding Amount of each Lender’s Commitment Loans equals (with customary rounding) its Commitment such Xxxxxx’s Percentage of the Outstanding Amount of all Loans. (c) The Borrowers, the Existing Administrative Agent, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.08, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as obligations hereunder and thereunder and (ii) this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all loans outstanding and owing by the Borrowers under the Existing Credit Agreement as of the Closing Date shall constitute Loans hereunder accruing interest hereunder. The parties hereto agree that the Interest Periods for all Eurocurrency Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated, the Borrower shall pay (on the Closing Date) all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent a Notice of Continuation/Conversion for existing Loans and a Notice of Borrowing for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Commitments. The Existing Lenders agree that the transactions contemplated under this Section 1.08 shall not give rise to any obligation of the Borrower to make any payment under Section 7.01 or Section 7.04 of the Existing Credit Agreement.