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 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.

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 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 On the Effective Date, upon the effectiveness of this Agreement, the Existing Credit AgreementAgreement shall be amended and restated in its entirety by this Agreement and the Existing Term Loans of each Departing Lender shall be re-evidenced as Loans hereunder (and any accrued and unpaid interest and fees thereon shall be repaid in full pursuant), effective from and after no Departing Lender shall be a Lender hereunder (provided, however, that each Departing Lender shall continue to be entitled to the Closing Datebenefits of Sections 2.14, 2.15, 2.16 and 9.03). The This Agreement shall not extinguish 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 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 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 Agreement constitutes an amendment and restatement Upon the effectiveness of the Existing Credit this Agreement, effective from (i) the Original Credit Agreement shall be amended and after restated in its entirety by this Agreement, (ii) the Closing DateOriginal Advances shall be considered Advances, and (iii) the Original Term Loan shall be converted into Advances. The obligations under the Existing Credit Agreement Original Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such obligationsthe Original Obligations. Such obligationsOriginal 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 by 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, Comerica hereby sells and assigns to 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. Comerica (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 Borrower or any other Person or the performance or observance by Borrower or any other Person of its obligations under the Loan Documents. Borrower hereby reaffirms its 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 or from time to time, as amended, supplemented or otherwise modified by this Agreement and by the any 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 Agent and Lenders entering into this Agreement and for other good and valuable consideration, the foregoingreceipt and sufficiency of which is hereby acknowledged, upon Borrower, on behalf of itself and its 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 effectiveness hereof: 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 (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower or any of their respective successors, assigns, or other relevant actions legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in respect relation to, or in any way in connection with any of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loansthis Agreement, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share or any of the aggregate of all such Obligations other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the Closing Date, . As to each 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 hereofevery claim released hereunder, each Departing Lender’s “Commitment” under Loan Party hereby represents that it has received the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full advice of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses legal counsel 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 regard to the contrary releases contained herein, and having been so advised, specifically waives the Borrower shall remain obligated benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." As to each Departing Lender and every claim released hereunder, each Loan Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel 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 Agreementthereto.

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 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 Documents, shall continue to be secured by, among other things, obligations owing by Guarantor under or in connection with the applicable portions Existing Guarantee Agreement. It is the intention 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 Guarantor that 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 reference to the Existing Credit Guarantee Agreement in any Repurchase Document shall be deemed to be amended to refer to reference this AgreementGuarantee. Without limiting For the foregoingavoidance of doubt, upon the effectiveness hereof: parties hereto further acknowledge and agree that, notwithstanding the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect amendment and restatement of each Lender’s credit and loan exposure under the Existing Credit Agreement Guarantee Agreement, the provisions of Section 10 of that certain Amendment to Fourth Amended and Restated Guarantee and Security Agreement, dated as are necessary in order that Obligations in respect of LoansMarch 15, interest 2019 between Buyer 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 DateGuarantor, shall apply, 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 hereofbe effective, 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 covenants set forth in Sections 15(a) and 15(b) of this Guarantee, mutatis mutandis, to pay fees and expenses which are due and payable under the same extent as if the Existing Credit Guarantee 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 were still 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 Agreementeffect.