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

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The obligations under the Existing Credit Agreement shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of the Existing Credit this Agreement, effective from and after the Closing Date. The obligations under the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Existing Obligations. Such obligationsExisting Obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order so that the Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar LIBOR Rate Loans on the terms and in the manner set forth in Section 2.12(f2.12(d) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement (a) Effective as of the Existing Credit Agreement, effective from and after the Closing Restatement Effective Date. The obligations under the Existing Credit Agreement shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions Revolving Credit Commitment of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents each Lender party to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing that had a Revolving Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement Commitment thereunder immediately prior to the effectiveness of this Agreement but that does not have a Revolving Credit Commitment set forth on Schedule 2.01 to the Restated Credit Agreement immediately following the effectiveness of this Agreement (each, an “Exiting Lender”) shall terminate, and each Exiting Lender shall exit the Existing Credit Agreement and will no longer be a Lender or a Revolving Lender under the Existing Credit Agreement or the Restated Credit Agreement. (b) Except as expressly set forth herein or in the Restated Credit Agreement, this Agreement and the Restated Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with respect the provisions thereof. Nothing herein shall be deemed to which entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the Borrower has not received an invoiceterms, “Banking Services Obligations” (as such term is defined conditions, obligations, covenants or agreements contained in the Existing Credit Agreement), the Restated Credit Agreement or any other Loan Document in similar or different circumstances. (c) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and contingent indemnity the term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. (d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations and other contingent obligations owing to it for the payment of money outstanding under the “Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of Parent or the Borrower under the Existing Credit Agreement or any Loan Documents” Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder. (e) It is the intent of the parties hereto, and the parties hereto agree, that this Agreement shall not constitute a novation of the Existing Credit Agreement, any other Loan Document (as defined in the Existing Credit Agreement) or any of the rights, obligations or liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and restatement remedies of the Existing Credit AgreementAdministrative Agent, effective from and after the Closing Date. The obligations Issuing Banks or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances. (b) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Loan Document Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Security Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Loan Document in similar or different circumstances. (b) From and after the Second Restatement Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall refer to the Original Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the effectiveness of this term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall not constitute a novation or repayment “Loan Document” for all purposes of such obligations. Such obligations, together with any the Restated Credit Agreement and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, . (c) Neither this Agreement nor the applicable portions effectiveness of the CollateralRestated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Original Credit Agreement or the Guarantee Agreement, whether now existing or hereafter acquired which shall remain in full force and wheresoever locatedeffect, all except as more specifically set forth in the Loan Documents. The Borrower modified hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the Restated Credit Agreement. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other Loan Documents delivered prior to document contemplated hereby or thereby shall be construed as a release or other discharge of the Closing Date. Any and all references in Borrower under the Original Credit Agreement or any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure Party under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender any Loan Document (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Original Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors and any grants of security interests by the Grantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsterms, shall continue to be secured byconditions, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it or agreements contained in any Loan Document in similar or different circumstances. (b) From and all Loan Documentsafter the Twelfth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as amendedused in the Restated Credit Agreement, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Amendment Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Amendment Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Guarantee Agreement, which shall remain in full force and effect, except as modified hereby and by the Restated Credit Agreement. Nothing expressed or implied in this Amendment Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Loan Document in similar or different circumstances. (b) From and after the Third Restatement Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall refer to the Original Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the effectiveness of this term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall not constitute a novation or repayment “Loan Document” for all purposes of such obligations. Such obligations, together with any the Restated Credit Agreement and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, . (c) Neither this Agreement nor the applicable portions effectiveness of the CollateralRestated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Original Credit Agreement or the Guarantee Agreement, whether now existing or hereafter acquired which shall remain in full force and wheresoever locatedeffect, all except as more specifically set forth in the Loan Documents. The Borrower modified hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the Restated Credit Agreement. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other Loan Documents delivered prior to document contemplated hereby or thereby shall be construed as a release or other discharge of the Closing Date. Any and all references in Borrower under the Original Credit Agreement or any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure Party under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender any Loan Document (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Original Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and restatement remedies of the Existing Credit AgreementAdministrative Agent, effective from and after the Closing Date. The obligations Issuing Banks or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances. (b) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate Obligations under the Loan Documents (the “Loan Document Obligations”), which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it or any Loan Party under the Existing Credit Agreement any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, effective from and after the Closing Date. The obligations of Borrower and each Obligor to repay the Debt as defined in and under the Existing Credit Agreement (the “Existing Obligations”) shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Existing Obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges liabilities and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on or prior to the Closing Effective Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each LenderBank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the Existing Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder Bank party hereto reflect such LenderBank’s ratable share of the aggregate of all such Existing Obligations on the Closing Effective Date. Except as expressly modified herein, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result all of the sale and assignment of any Eurodollar Loans on the terms and provisions of the Existing Credit Agreement shall continue to apply for the periods prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Banks. As to all periods occurring on or after the Effective Date, all of the covenants in the manner set forth in Section 2.12(f) hereof Existing Credit Agreement shall be of no further force and upon the effectiveness hereofeffect (with respect to such periods), each Departing Lender’s “Commitment” it being understood that all obligations of Borrower under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of governed by this Agreement with respect to which from and after the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementEffective Date.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and restatement remedies of the Existing Credit Agreement, effective from and after the Closing Date. The obligations Lender Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof (it being understood and agreed that all interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Fourth Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to its restatement in the form of the Restated Credit Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances, except as expressly set forth herein. (b) On and after the Fourth Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement shall be deemed to be as amended to refer to this Agreement. Without limiting and restated in the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share form of the aggregate of all such Obligations on the Closing DateRestated Credit Agreement, and the Borrower hereby agrees to compensate term “Credit Agreement”, as used in each Lender (including Loan Document, shall mean the Restated Credit Agreement. On and after the Fourth Restatement Effective Date, each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and reference in the manner set forth Restated Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in Section 2.12(f) hereof and upon the effectiveness hereofRestated Security Agreement, each Departing Lender’s “Commitment” under shall refer to the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Restated Security Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement)) as amended and restated in the form of the Restated Security Agreement, and the term “Restated Security Agreement”, as used in each Departing Lender Loan Document, shall not be mean the Restated Security Agreement. (c) This Agreement shall constitute a Lender hereunder. Notwithstanding anything to “Loan Document” for all purposes of the contrary contained herein, Restated Credit Agreement and the Borrower other Loan Documents. (d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall remain obligated to each Departing Lender with respect to extinguish the Borrower’s obligations to pay fees and expenses which are due and payable for the payment of money outstanding under the Existing Credit Agreement immediately prior to or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in Obligations outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement), and contingent indemnity obligations and the Restated Credit Agreement or any other contingent obligations owing to it document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party under the “any Loan Documents” Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsterms, shall continue to be secured byconditions, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it or agreements contained in any Loan Document in similar or different circumstances. (b) From and all Loan Documentsafter the Tenth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as amendedused in the Restated Credit Agreement, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Amendment Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Amendment Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Guarantee Agreement, which shall remain in full force and effect, except as modified hereby and by the Restated Credit Agreement. Nothing expressed or implied in this Amendment Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement (a) Effective as of the Existing Credit Agreement, effective from and after the Closing Restatement Effective Date. The obligations under the Existing Credit Agreement shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions Revolving Commitment of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents each Lender party to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to had a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement Revolving Commitment thereunder immediately prior to the effectiveness of this Agreement but that does not have a Revolving Commitment set forth on Schedule 2.01 to the Restated Credit Agreement immediately following the effectiveness of this Agreement (each, an “Exiting Lender”) shall terminate, and each Exiting Lender shall exit the Existing Credit Agreement and will no longer be a Lender or a Revolving Lender under the Existing Credit Agreement or the Restated Credit Agreement. (b) Subject to the terms and conditions hereof and of the Restated Credit Agreement, each Existing Letter of Credit that is outstanding on the Restatement Effective Date shall, effective as of the Restatement Effective Date and without any further action by the Borrower, be continued as a Letter of Credit under the Restated Credit Agreement, from and after the Restatement Effective Date be deemed a Letter of Credit for all purposes under the Restated Credit Agreement and be subject to and governed by the terms and conditions of the Restated Credit Agreement. Each Lender party hereto acknowledges and agrees that, on and as of the Restatement Effective Date and without any further action on the part of the applicable Issuing Bank or the Lenders, all outstanding participations in Existing Letters of Credit shall be canceled and each Issuing Bank shall have granted to each Lender (after giving effect to this Agreement), and each such Lender shall have acquired from each Issuing Bank, a participation in each Existing Letter of Credit issued by such Issuing Bank and outstanding on and as of the Restatement Effective Date equal to such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of the Revolving Commitments under the Restated Credit Agreement) of the aggregate amount available to be drawn under such Existing Letter of Credit. Such participation shall be governed by the terms of Section 2.05(d) of the Restated Credit Agreement. (c) Except as expressly set forth herein and in the Restated Credit Agreement, this Agreement and the Restated Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with respect the provisions thereof. Nothing herein shall be deemed to which entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the Borrower has not received an invoiceterms, “Banking Services Obligations” (as such term is defined conditions, obligations, covenants or agreements contained in the Existing Credit Agreement), the Restated Credit Agreement or any other Loan Document in similar or different circumstances. (d) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and contingent indemnity the term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. (e) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations and other contingent obligations owing to it for the payment of money outstanding under the “Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations outstanding under the Existing Credit Agreement or the Security Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower or the Co-Borrower under the Existing Credit Agreement or any Loan Documents” Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement (a) Effective as of the Existing Credit Agreement, effective from and after the Closing Restatement Effective Date. The obligations under the Existing Credit Agreement shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions Commitment of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents each Lender party to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to had a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement Commitment thereunder immediately prior to the effectiveness of this Agreement with respect but that does not have a Commitment set forth on Schedule 2.1 to which the Borrower has Restated Credit Agreement immediately following the effectiveness of this Agreement (each, an “Exiting Lender”) shall terminate, and each Exiting Lender shall exit the Existing Credit Agreement and will no longer be a Lender under the Existing Credit Agreement or the Restated Credit Agreement. (b) Except as expressly set forth herein and in the Restated Credit Agreement, this Agreement and the Restated Credit Agreement shall not received an invoiceby implication or otherwise limit, “Banking Services Obligations” (as such term is defined impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks, the Swing Line Lender or the Lenders under the Existing Credit Agreement, the Security Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement), the Security Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement, the Security Agreement or any other Loan Document in similar or different circumstances. (c) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and contingent indemnity the term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. (d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations and other contingent obligations owing to it for the payment of money outstanding under the “Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations (as defined in the Security Agreement) outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or any Loan Documents” Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsterms, shall continue to be secured byconditions, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it or agreements contained in any Loan Document in similar or different circumstances. (b) From and all Loan Documentsafter the Eighth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as amendedused in the Restated Credit Agreement, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Amendment Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Amendment Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Guarantee Agreement, which shall remain in full force and effect, except as modified hereby and by the Restated Credit Agreement. Nothing expressed or implied in this Amendment Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsterms, shall continue to be secured byconditions, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it or agreements contained in any Loan Document in similar or different circumstances. (b) From and all Loan Documentsafter the Ninth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as amendedused in the Restated Credit Agreement, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Amendment Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Amendment Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Guarantee Agreement, which shall remain in full force and effect, except as modified hereby and by the Restated Credit Agreement. Nothing expressed or implied in this Amendment Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment (a) Except as expressly set forth herein and restatement of in the Existing Restated Credit Agreement, effective from this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and after remedies of the Closing Date. The Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations under (including, for the Existing Credit Agreement avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors and any grants of security interests by the Grantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsterms, shall continue to be secured byconditions, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it or agreements contained in any Loan Document in similar or different circumstances. (b) From and all Loan Documentsafter the Thirteenth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as amendedused in the Restated Credit Agreement, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall be deemed to be amended to refer to this mean the Restated Credit Agreement. Without limiting This Amendment Agreement shall constitute a “Loan Document” for all purposes of the foregoing, upon Restated Credit Agreement and the other Loan Documents. (c) Neither this Amendment Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Guarantee Agreement, which shall remain in full force and effect, except as modified hereby and by the Restated Credit Agreement. Nothing expressed or implied in this Amendment Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full of all construed as a release or other discharge of the “Obligations” owing to it Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and restatement remedies of the Existing Credit Agreement, effective from and after the Closing Date. The obligations Lender Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof (it being understood and agreed that all interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Second Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to it being amended and restated to be in the form of the Restated Credit Agreement and shall be payable at the next interest or fee payment date provided in the Restated Credit Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances. (b) On and after the Second Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement shall be deemed to be as amended to refer to this Agreement. Without limiting and restated in the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share form of the aggregate of all such Obligations on the Closing DateRestated Credit Agreement, and the Borrower hereby agrees to compensate term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. On and after the Second Restatement Effective Date, each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and reference in the manner set forth Restated Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in Section 2.12(f) hereof and upon the effectiveness hereofRestated Security Agreement, each Departing Lender’s “Commitment” under shall refer to the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Restated Security Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement)) as amended and restated in the form of the Restated Security Agreement, and each Departing Lender the term “Restated Security Agreement”, as used in any Loan Document, shall not be mean the Restated Security Agreement. (c) This Agreement shall constitute a Lender hereunder. Notwithstanding anything to “Loan Document” for all purposes of the contrary contained herein, Restated Credit Agreement and the Borrower other Loan Documents. (d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall remain obligated to each Departing Lender with respect to extinguish the Borrower’s obligations to pay fees and expenses which are due and payable for the payment of money outstanding under the Existing Credit Agreement immediately prior to or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in Obligations outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement), and contingent indemnity obligations and the Restated Credit Agreement or any other contingent obligations owing to it document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party under the “any Loan Documents” Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and restatement remedies of the Existing Credit Agreement, effective from and after the Closing Date. The obligations Lender Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof (it being understood and agreed that all interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Fifth Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to its restatement in the form of the Restated Credit Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances, except as expressly set forth herein. (b) On and after the Fifth Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in each Loan Document, shall be deemed to be amended to refer to mean the Restated Credit Agreement. (c) This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. (d) Neither this Agreement. Without limiting the foregoing, upon Agreement nor the effectiveness hereof: of the Administrative Agent Restated Credit Agreement shall make such reallocations, sales, assignments or other relevant actions in respect extinguish the obligations for the payment of each Lender’s credit and loan exposure money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share substitution or novation of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be terminated, each Departing Lender shall have received payment in full construed as a release or other discharge of all of the “Obligations” owing to it any Loan Party under the Existing Credit Agreement any Loan Document (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness ) from any of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity its obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreementliabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of the Existing Credit this Agreement, effective from the Original Credit Agreement shall be amended and after restated in its entirety by this Agreement. The Original Obligations outstanding on the Closing Date. The obligations under the Existing Credit Agreement Date shall continue in full force and effecteffect as Obligations under this Agreement, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Original Obligations. Without limiting the foregoing, upon the effectiveness of this Agreement, the outstanding “Revolving Loans” (as defined in the Original Credit Agreement) shall constitute Revolving Loans hereunder and the outstanding “Swing Loans” (as defined in the Original Credit Agreement) shall constitute Swing Loans hereunder. Such obligationsOriginal Obligations, together with any and all additional Obligations incurred by the Borrower Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of by the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to on the Closing Date. Any and all references in any Loan Documents to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting In consideration of the foregoingagreements of Agent and Lenders contained herein and for other good and valuable consideration, upon the effectiveness hereof: receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the Administrative Agent shall make such reallocations“Releasees” and individually as a “Releasee”), salesof and from all demands, assignments actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known as of the date of this Agreement, both at law and in equity, which each Loan Party, or any of its respective successors, assigns, or other relevant actions in respect legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loansthem for, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Dateupon, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred or by such Lender as a result of the sale and assignment reason of any Eurodollar Loans circumstance, action, cause or thing whatsoever which arises at any time on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately or prior to the effectiveness day and date of this Agreement Agreement, in each case for or on account of, or in relation to, or in any way in connection with respect to which any of the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Original Credit Agreement), and contingent indemnity obligations and or any of the other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementDocuments or transactions thereunder or related thereto.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement (a) Effective as of the Restatement Effective Date, the Revolving Commitment of each Lender party to the Existing Credit AgreementAgreement that had a Revolving Commitment thereunder immediately prior to the effectiveness of this Agreement but that does not have a Revolving Commitment set forth on Schedule 2.01 to the Restated Credit Agreement immediately following the effectiveness of this Agreement (each, effective from an “Exiting Lender”) shall terminate, and after each Exiting Lender shall exit the Closing Date. The obligations Existing Credit Agreement and will no longer be a Lender or a Revolving Lender under the Existing Credit Agreement or the Restated Credit Agreement. (b) On the Restatement Effective Date, (i) each Lender party hereto shall continue make available to the Administrative Agent such amounts in full force immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to this Agreement and effectthe application of such amounts to make payments to such other Lenders, and the Revolving Loans to be held ratably by all Lenders as of the Restatement Effective Date in accordance with their respective Applicable Percentages (calculated after giving effect to the effectiveness of the Revolving Commitments under the Restated Credit Agreement), (ii) the aggregate outstanding principal amount of the Revolving Loans made to the Borrower (the “Existing Borrowings”) immediately prior to the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended prepaid and reborrowed as of the Restatement Effective Date in an aggregate principal amount equal to refer the aggregate principal amount of the Borrower’s Existing Borrowings and of the same Types and for the same Interest Periods as the Borrower’s Existing Borrowings and (iii) the Borrower shall pay to this Agreement. Without limiting the foregoingExiting Lenders the amounts, upon the effectiveness hereof: the Administrative Agent shall make such reallocationsif any, sales, assignments or other relevant actions in respect payable under Section 2.15 of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing such prepayment. Each Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be party hereto that had a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable Revolving Commitment under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement hereby waives any payment of any amounts pursuant to Section 2.15 of the Existing Credit Agreement as a result of the transactions contemplated hereby. (c) Except as expressly set forth herein and in the Restated Credit Agreement, this Agreement and the Restated Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with respect the provisions thereof. Nothing herein shall be deemed to which entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the Borrower has not received an invoiceterms, “Banking Services Obligations” (as such term is defined conditions, obligations, covenants or agreements contained in the Existing Credit Agreement), the Restated Credit Agreement or any other Loan Document in similar or different circumstances. (d) On and after the Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and contingent indemnity the term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. (e) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations and other contingent obligations owing to it for the payment of money outstanding under the “Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations (as defined in the Collateral Agreement) outstanding under the Existing Credit Agreement or the Security Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or any Loan Documents” Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This From and after the date hereof, that certain Fourth Amended and Restated Guarantee and Security Agreement, dated as of September 16, 2016 (as amended, modified and/or restated prior to the date hereof, the “Existing Guarantee Agreement”), from Guarantor in favor of Buyer, is hereby amended, restated and superseded in its entirety by this Guarantee. The parties hereto acknowledge and agree that the liens and security interests granted under the Original Guarantee (as defined in the Existing Guarantee Agreement) and under the Existing Guarantee Agreement constitutes an are, in each case, continuing in full force and effect and, upon the amendment and restatement of the Existing Credit AgreementGuarantee Agreement pursuant to this Guarantee, effective from such liens and after security interests secure and continue to secure the Closing Datepayment of the Obligations. The obligations under Guarantor entered into this Guarantee solely to amend and restate in their entirety the terms of the Existing Credit Guarantee Agreement shall continue in full force and effectdoes not intend this Guarantee to be, and the effectiveness of this Agreement Guarantee shall not constitute be construed to be, a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documentsobligations owing by Guarantor under or in connection with the Existing Guarantee Agreement. It is the intention of Guarantor that any reference to the Existing Guarantee Agreement in any Repurchase Document shall be deemed to reference this Guarantee. For the avoidance of doubt, the parties hereto further acknowledge and agree that, notwithstanding the amendment and restatement of the Existing Guarantee Agreement, the provisions of Section 10 of that certain Amendment to Fourth Amended and Restated Guarantee and Security Agreement, dated as of March 15, 2019 between Buyer and Guarantor, shall continue apply, and be effective, with respect to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically covenants set forth in the Loan Documents. The Borrower hereby reaffirms its obligationsSections 15(a) and 15(b) of this Guarantee, liabilitiesmutatis mutandis, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to same extent as if the Existing Credit Guarantee Agreement were still in effect. (i) April 10, 2020 and (ii) the date upon which Guarantor has entered into such amendments of its liquidity covenants with respect to each of its Other Facilities, Section 15(c) of this Guarantee shall be deemed to be amended automatically modified to refer conform to this Agreement. Without limiting the most restrictive of such less restrictive liquidity covenants of the Other Facilities (as amended) (such covenant, the “MFN Liquidity Covenant”); provided that, notwithstanding the foregoing, upon in no event shall the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Dateforegoing cause, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of foregoing shall not cause, the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth financial covenant in Section 2.12(f15(c) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall of this Guarantee to be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement any less restrictive than a liquidity covenant requiring that Guarantor not permit at any time (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” x) its Liquidity (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementRepurchase Documents on the date hereof) to be less than $150,000,000 or (y) its Cash Liquidity (as defined in the Repurchase Documents on the date hereof) to be less than $50,000,000 (such covenant as described in the preceding clauses (x) and (y), the “Requested Liquidity Covenant”), and each Departing Lender in the event that the MFN Liquidity Covenant is less restrictive than the Requested Liquidity Covenant, then on the Liquidity Covenant Modification Effective Date, Section 15(c) of this Guarantee, with no further action required on the part of either Guarantor or Buyer, shall automatically be modified, mutatis mutandis, to conform to the Requested Liquidity Covenant; and provided, further, that, for the avoidance of doubt, Section 15(c) of this Guarantee shall at all times be subject in all respects to Section 27 of this Guarantee. Guarantor agrees, at Buyer’s request, to execute and deliver any related amendments to this Guarantee to document the modifications contemplated by this paragraph, provided that the execution of any such amendments shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior precondition to the effectiveness thereof, but shall merely be for the convenience of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), Buyer and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementGuarantor.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of the Existing Credit this Agreement, effective from the A&R Credit Agreement shall be amended and after the Closing Daterestated in its entirety by this Agreement. The obligations of Borrower and each Obligor to repay the Debt as defined in and under the Existing A&R Credit Agreement (the “Existing Obligations”) shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Existing Obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges liabilities and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on or prior to the Closing Effective Date. Any and all references in any Loan Documents to the Existing A&R Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each LenderBank’s credit and loan exposure under the Existing A&R Credit Agreement as are necessary in order that the Existing Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder Bank party hereto reflect such LenderBank’s ratable share of the aggregate of all such Existing Obligations on the Closing Effective Date. Except as expressly modified herein, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result all of the sale and assignment of any Eurodollar Loans on the terms and provisions of the A&R Credit Agreement shall continue to apply for the periods prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Banks. As to all periods occurring on or after the Effective Date, all of the covenants in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing A&R Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement no further force and effect (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreementperiods), and contingent indemnity it being understood that all obligations and other contingent obligations owing to it of Borrower under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing A&R Credit Agreement immediately prior to the effectiveness of shall be governed by this Agreement with respect to which from and after the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementEffective Date.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement On the Effective Date, upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, effective from and after . This Agreement shall not extinguish the Closing Date. The obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release any Loan Document. Nothing herein contained shall continue in full force and effectbe construed as a substitution, and novation, accord or satisfaction of the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by obligations outstanding under the Borrower under this Existing Credit Agreement or under any of the other Loan Documents, . Nothing in this Agreement shall continue to be secured by, among construed as a release or other things, the applicable portions discharge of the Collateral, whether now existing Borrower or hereafter acquired any other Loan Party from its obligations and wheresoever located, all as more specifically set forth in liabilities under the Existing Credit Agreement or the other Loan Documents. The Borrower hereby reaffirms its obligationsOn the Effective Date, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting The Borrower hereby ratifies and reaffirms all of its liabilities and obligations under the foregoingLoan Documents and agrees that all such liabilities and obligations are carried forwarded in this Agreement and the other Loan Documents. The guaranties, upon liens, security interests, pledges, covenants and agreements set forth in the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions Loan Documents entered into in respect of each Lender’s credit and loan exposure under connection with the Existing Credit Agreement are made and granted to secure and support the Obligations under this Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of if the aggregate of all such Obligations same were made or granted on the Closing Date, Effective Date and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and Loan Documents entered into in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under connection with the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment continue in full of force and effect. The Borrower agrees to cooperate and use commercially reasonably efforts to promptly take, or cause to be taken, all of the “Obligations” owing actions and to it under the Existing Credit Agreement (other than promptly do, or cause to be done, all things reasonably necessary, proper or advisable to fulfill its obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of the Existing Credit this Agreement, effective from and after the Closing Date. The obligations under the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Existing Obligations. Such obligationsExisting Obligations, together with any and all additional Obligations incurred by the Borrower Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all in accordance with the terms of and as more specifically set forth in the Loan Documents. The Upon the effectiveness of this Agreement, the Pro Rata Shares for each Lender shall be as set forth on Schedule C-1. To effectuate the foregoing, Xxxxx Fargo (which has acquired all of the interests of the Lenders (other than Bank of America, N.A.) under the Existing Credit Agreement prior to the effectiveness of this Agreement) hereby sells and assigns to each of the other Lenders, and each of the other Lenders hereby purchases, a portion of the Commitments and Obligations, as applicable, such that the Pro Rata Share of each Lender is as set forth on Schedule C-1. Each such purchase and sale is made without recourse, representation or warranty except as expressly set forth herein. Xxxxx Fargo (i) represents that as of the Closing Date, that it is the legal and beneficial owner of the Obligations or Commitments assigned above free and clear of any adverse claim, (ii) makes no other representation or warranty and assumes no responsibility with respect to any statement, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person or the performance or observance by any Borrower or any other Person of its obligations under the Loan Documents. Borrowers hereby reaffirms its reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it them contained in any and all Loan DocumentsDocuments delivered on the Original Closing Date, the Existing Closing Date or from time to time, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to on the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement or the Original Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, effective from and after the Closing Date. The obligations of Borrower and each Obligor to repay the Debt as defined in and under the Existing Credit Agreement (the “Existing Obligations”) shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Existing Obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges liabilities and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on or prior to the Closing Effective Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each LenderBank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the Existing Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder Bank party hereto reflect such LenderBank’s ratable share of the aggregate of all such Existing Obligations on the Closing Effective Date. Except as expressly modified herein, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result all of the sale and assignment of any Eurodollar Loans on the terms and provisions of the Existing Credit Agreement shall continue to apply for the periods prior to the Effective Date, including any determinations of payment dates, interest rates, compliance NAI-1519170929v11 with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Banks. As to all periods occurring on or after the Effective Date, all of the covenants in the manner set forth in Section 2.12(f) hereof Existing Credit Agreement shall be of no further force and upon the effectiveness hereofeffect (with respect to such periods), each Departing Lender’s “Commitment” it being understood that all obligations of Borrower under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of governed by this Agreement with respect to which from and after the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit AgreementEffective Date.

Effect of Amendment and Restatement; No Novation. This (a) Except as expressly set forth herein, this Agreement constitutes an amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and restatement remedies of the Existing Credit Agreement, effective from and after the Closing Date. The obligations Lender Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effecteffect in accordance with the provisions thereof (it being understood and agreed that all interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Third Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to its restatement in the form of the Restated Credit Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, and the effectiveness of this Agreement shall not constitute or a novation waiver, amendment, modification or repayment of such obligations. Such obligationsother change of, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentsDocument in similar or different circumstances. (b) On and after the Third Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents refer to the Existing Credit Agreement shall be deemed to be as amended to refer to this Agreement. Without limiting and restated in the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share form of the aggregate of all such Obligations on the Closing DateRestated Credit Agreement, and the Borrower hereby agrees to compensate term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. On and after the Third Restatement Effective Date, each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans on the terms and reference in the manner set forth Restated Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in Section 2.12(f) hereof and upon the effectiveness hereofRestated Security Agreement, each Departing Lender’s “Commitment” under shall refer to the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Restated Security Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement)) as amended and restated in the form of the Restated Security Agreement, and each Departing Lender the term “Restated Security Agreement”, as used in any Loan Document, shall not be mean the Restated Security Agreement. (c) This Agreement shall constitute a Lender hereunder. Notwithstanding anything to “Loan Document” for all purposes of the contrary contained herein, Restated Credit Agreement and the Borrower other Loan Documents. (d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall remain obligated to each Departing Lender with respect to extinguish the Borrower’s obligations to pay fees and expenses which are due and payable for the payment of money outstanding under the Existing Credit Agreement immediately prior to or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in Obligations outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement), and contingent indemnity obligations and the Restated Credit Agreement or any other contingent obligations owing to it document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party under the “any Loan Documents” Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.

Effect of Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The obligations under the Existing Credit Agreement shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligations. Such obligations, together with any and all additional Obligations incurred by the Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. The Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Closing Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Without limiting the foregoing, upon the effectiveness hereof: the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any reasonable losses and expenses incurred by such Lender as a result of the sale and assignment of any Eurodollar Loans (as defined in the Existing Credit Agreement) on the terms and in the manner set forth in Section 2.12(f) hereof and upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement), and each Departing Lender shall not be a Lender hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall remain obligated to each Departing Lender with respect to the Borrower’s obligations to pay fees and expenses which are due and payable under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement with respect to which the Borrower has not received an invoice, “Banking Services Obligations” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement.