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

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Third Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Credit Agreement Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Credit Agreement Obligations” are contingent as of the Third Restatement Effective Date), (ii) the representations and warranties made by the Borrowers prior to the Third Restatement Effective Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Third Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Third Restatement Effective Date (including any failure, prior to the Third Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Credit Agreement Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Third Restatement Effective Date and which remain outstanding and outstanding, (iib) the “Credit Agreement Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Credit Agreement Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Third Restatement Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thatin any Loan Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Third Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loan Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the Lenders hereby acknowledges This amendment and agrees that (i) other than the representations and warranties contained aboverestatement shall not alter, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in modify or in connection with this Agreement or any way amend the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis schedules and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds exhibits to the Existing Lenders that Credit Agreement (and such schedules and exhibits shall continue to be schedules and exhibits hereto), other than Exhibit A, Exhibit C-1, Exhibit C-2, Exhibit F, Exhibit G and Exhibit I, which Exhibits are making sales and assignments amended as set forth in the amount of the portions so sold attached Exhibit A, Exhibit C-1, Exhibit C-2, Exhibit F and assignedExhibit I, respectively and Exhibit J, which is deleted in its entirety. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by Actavis of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by Actavis prior to the Closing Date (which representations and warranties made prior to the Closing Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Closing Date) and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the Existing Credit Agreement or the other Loan Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date and (B) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are in all respects hereafter subject to the terms herein or therein, as applicable). Actavis acknowledges and agrees that Section 10.04(b) of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Closing Date. (b) Except as the context otherwise provides, on and after the Closing Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Closing Date, the Administrative Agent and each Lender under the Existing Credit Agreement on the Closing Date shall be deemed to continue to be a party to this Agreement in such respective capacity until such Person ceases to be a party hereto in accordance with the terms of this Agreement. (e) From and after the Closing Date, the Borrower hereby expressly assumes all the rights and obligations of Actavis under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately arising prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuingDate. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective This Agreement shall be deemed to be an amendment to and restatement of the Existing Credit Agreement and the Existing Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. All extensions of credit under the Existing Credit Agreement on the Closing Date shall remain outstanding following the Closing 100 Date as specified in Sections 2.26 and 3.1(c) and shall be continued under this Agreement, as amended in the manner set forth herein. All references to the Existing Credit Agreement in any other agreement or document shall, on and after the Closing Date, be deemed to refer to the Existing Credit Agreement shall be as amended and restated in its entiretyhereby. The parties hereto acknowledge Borrower agrees, acknowledges and agree affirms that (i) this each of the Security Documents to which it is a party shall remain in full force and effect and shall constitute security for all extensions of credit pursuant to the Existing Credit Agreement as amended and restated hereby and (ii) any reference to the Existing Credit Agreement appearing in any such Security Document shall on and after the Closing Date be deemed to refer to the Existing Credit Agreement as amended and restated hereby. (b) On the Closing Date, each of the lenders party to the Existing Credit Agreement and the other Loan Documentsnot continuing as a Lender hereunder hereby agrees that, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination upon its acceptance of the “Obligations” outstanding amounts owed to it under the Existing Credit Agreement on the Closing Date, such lender shall have consented to the amendment and restatement of the Existing Credit Agreement as provided herein, the redesignation of certain Loans and Commitments (each as defined in the Existing Credit Agreement) set forth in Sections 2.26 and 3.1(c) hereof and the assignment of the Loans and all other rights under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights necessary to give effect to such redesignation set forth in Sections 2.26 and obligations so purchased and assumed by it3.1(c). (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. Upon this Agreement becoming effective, from and after the Closing Date: (a) Effective as the revolving credit commitments available under the Existing Credit Agreement will be restated in accordance with the terms hereof; (b) the terms and conditions of the Closing Date, the Existing Credit Agreement shall be amended and as set forth herein and, as so amended, shall be restated in its their entirety. The parties hereto acknowledge , but shall be amended only with respect to the rights, duties and agree that obligations among Borrower, Lenders and Agent accruing from and after the Closing Date; (ic) this Agreement and shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan DocumentsDocument (as defined therein) or affect the relative priorities thereof, whether in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith or otherwiseherewith, do not constitute a novation or termination and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each Borrower; (d) all indemnification obligations of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender Parties under the Existing Credit Agreement and each any other Loan Document in respect of its existing Loans Documents shall survive the execution and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes delivery of this Agreement and each shall continue in full force and effect for the benefit of Lenders, Agent, and any other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, Person indemnified under the Existing Credit Agreement or any other Loan Document or (B) at any time prior to the financial condition of any Loan Party or the performance by any Loan Party of the ObligationsClosing Date; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of Obligations incurred under the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent Credit Agreement shall, to the extent outstanding on the Closing Date after giving effect to the amendments and other transactions contemplated by this Agreement and the Reorganization Plan, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the funds so receivedother rights, disburse such funds duties and obligations of the parties hereunder; and (f) any and all references in the Loan Documents to the Existing Lenders that are making sales and assignments in the amount Credit Agreement shall, without further action of the portions so sold parties, be deemed a reference to the Existing Credit Agreement, as amended and assigned. (g) Each Lender acknowledges restated by this Agreement, and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower Agreement shall be liable for any costs further amended or amended and fees contemplated in Section 3.05restated from time to time hereafter.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrowers and the Credit Parties prior to the Restatement Effective Date (which representations and warranties made prior to the Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Credit Documents as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding and as of the Restatement Effective Date, (iib) the “Obligations” under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are hereinafter in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “Obligations” are in all respects continuing. (b) Each continuing and in full force and effect and are reaffirmed hereby. The Borrowers and the Credit Parties acknowledge and agree that Section 14.5 of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent applicable immediately prior to the Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 14.5 of the funds so received, disburse such funds Existing Credit Agreement) relating to events and circumstances occurring prior to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assignedRestatement Effective Date. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence the incurrence by the Borrower of the “U.S. Obligations” under and as defined in the Existing Credit Agreement (whether or not such “U.S. Obligations” are contingent as of the Closing Date). The Subject to and except as otherwise provided in Section 7 of the Seventh Amendment, the parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “U.S. Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Credit Documents as in effect immediately prior to the Closing Date and which remain outstanding and as of the Closing Date, (iib) the “U.S. Obligations” under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby or released or terminated in connection herewith and which are hereinafter in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “U.S. Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby except as released or terminated in connection herewith. The Borrowers and the Credit Parties acknowledge and agree that Section 14.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 14.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Closing Date. (b) Each of the parties hereto severally On and for itself agrees that on after the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thator the Credit Agreement in any Credit Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to restatement or waiver or other modification, whether or not similar and, except as expressly provided herein, in the provisions of this SectionSeventh Amendment or in any other Credit Document, (i) such Existing Lender is the legal all terms and beneficial owner conditions of the portion of its rights Credit Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other LenderCredit Document. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Amendment Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Loan Parties of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Amendment Effective Date), (ii) the representations and warranties made by the Loan Parties prior to the Amendment Effective Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Amendment Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Amendment Effective Date (including any failure, prior to the Amendment Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Amendment Effective Date and which remain outstanding and (iib) the “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing). (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Amendment Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thatin any Loan Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Amendment Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loans Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the Lenders hereby acknowledges The annexes, exhibits and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds schedules to the Existing Lenders that Credit Agreement are making sales hereby amended and assignments restated in the amount of the portions so sold their entirety by replacing such annexes, exhibits and assigned. (g) Each Lender acknowledges and agrees that, in connection schedules with the reallocation of any Existing Loans as contemplated in this Sectionannexes, neither the Company nor any Borrower shall be liable for any costs exhibits and fees contemplated in Section 3.05schedules attached hereto.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” incurred under the Existing Credit Agreement or the other Credit Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (b) the “Obligations” incurred under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of “Obligations” incurred under the Existing Credit Agreement are in all respects continuing and in full force and effect and are reaffirmed hereby except as released or terminated in connection herewith. The Borrowers and the Credit Parties acknowledge and agree that Section 13.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 13.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Closing Date. As of the -171- Closing Date, the Revolving Loans as defined in the Existing Credit Agreement (such loans, the “Existing Loans”) and Revolving Commitments as defined in the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Credit Documents as Revolving Loans and Revolving Commitments hereunder. The Administrative Agent shall xxxx the Register accordingly to provide for such designation of the Existing Loans and Existing Revolving Commitments among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to such Exiting Lender on the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are shall be paid in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lenderfull, and each such Exiting Lender hereby irrevocably purchases from such Existing Lender, (i) shall cease to be a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each other Loan Document in respect Lender under this Agreement shall not have been deemed to assume the commitments of its existing Loans the Lenders under the Existing Credit Agreement. (b) On and Commitments under after the Closing Date, (and as defined ini) all references to the Existing Credit Agreement such that, after giving effect or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the foregoing assignment Existing Credit Agreement, as amended and delegation and restated hereby, (ii) all references to any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage section (or subsection) of the Commitments and pro rata portion of Existing Credit Agreement or the Loans for Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and beneficial owner conditions of the portion of its rights Credit Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Credit Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.13.23

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding and as of the Restatement Effective Date, (ii) the “Obligations” under Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Restatement Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each or the “Credit Agreement” in the Loan Documents (other Loan Document in respect of its existing Loans and Commitments under (and as defined inthan this Agreement) shall be deemed to refer to the Existing Credit Agreement such thatas amended and restated hereby, after giving effect (ii) all references to any section (or subsection) of the Existing Credit Agreement or the “Credit Agreement” in any Loan Document (but not herein) shall be deemed to refer to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loan Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the The Lenders hereby acknowledges authorize and agrees that (i) other than the representations and warranties contained above, no Lender nor direct the Administrative Agent has made to execute and deliver all Security Documents and other documents or instruments necessary or advisable to effect this amendment and restatement, including, for the avoidance of doubt, any representations or warranties or assumed modifications to any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis mortgages previously executed and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver delivered to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assignedany Obligor. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Second Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the Lenders and the period prior to the Second Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date and (iiB) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are hereinafter in all respects hereafter subject to the terms hereinherein or therein, as applicable). The Borrowers acknowledge and agree that Section 11.04(b) are in all respects continuingof the Existing Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Second Restatement Effective Date. (b) Each Except as the context otherwise provides, on and after the Second Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for itself agrees that on purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Closing DateExisting Credit Agreement, each Existing Lender hereby irrevocably sellsas amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, transferrestatement or waiver or other modification, conveys and assignswhether or not similar and, without recourse, representation or warranty (except as expressly set forth herein)provided herein or in any other Loan Document, to each Lenderall terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Second Restatement Effective Date, the Administrative Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Second Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower and the other Loan Parties prior to the Restatement Effective Date (which representations and warranties made prior to the Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto Borrower and the other Loan Parties acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the Existing Credit Agreement or the other Loan Documents as in effect prior to the Restatement Effective Date and which remain outstanding as of the Restatement Effective Date, (b) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby) and are in all respects hereafter subject to the terms herein and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. The Borrower and the other Loan Parties acknowledge and agree that Section 9.04 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any indemnified liabilities (under Section 9.04 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Restatement Effective Date. (b) On and after the Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) Each Loan Party hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by such Loan Party and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, including with respect to the obligations of the Borrower as modified by this Agreement. Each Loan Party further acknowledges and agrees to each Agent and each of the Lenders that after giving effect to this Agreement, neither the modification of the Existing Credit Agreement effected pursuant to this Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document (as such term is defined in the Existing Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred or (b) under requires that any new filings be made or other action taken to perfect or to maintain the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuingperfection of such Liens. (be) Each of From and after the parties hereto severally and for itself agrees that on the Closing Restatement Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys Agent and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, Restatement Effective Date after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion assignments of the Loans for thereunder effectuated in accordance with the purposes of Sixth Amendment shall be deemed to continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Credit Parties of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Credit Parties prior to the Restatement Effective Date (which representations and warranties made prior to the Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Credit Documents as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding and as of the Restatement Effective Date, (iiB) the “Obligations” under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are hereinafter in all respects hereafter subject to the terms herein) and (C) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. The Borrower and the other Credit Parties acknowledge and agree that Section 13.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 13.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Restatement Effective Date. (b) Each On and after the Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for itself purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Credit Document. (d) Each Credit Party hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Credit Documents (including guarantees and security agreements) executed by such Credit Party and (iii) acknowledges, renews and extends its continued liability under all such Credit Documents and agrees such Credit Documents remain in full force and effect, including with respect to the obligations of the Borrowers as modified by this Agreement. Each Credit Party further acknowledges and agrees to each Agent and each Lender that on after giving effect to this Agreement, neither the Closing modification of the Existing Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document (as such term is defined in the Existing Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (e) From and after the Restatement Effective Date, each Existing Lender hereby irrevocably sellsof the Administrative Agent, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, the Collateral Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Restatement Effective Date (which representations and warranties made prior to the Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the Lenders and the period prior to the Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding as of the Restatement Effective Date and (iiB) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are hereinafter in all respects hereafter subject to the terms hereinherein or therein, as applicable). The Borrowers acknowledge and agree that Section 11.04(b) are in all respects continuingof the Existing Credit Agreement shall, to the extent applicable immediately prior to the Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Restatement Effective Date. (b) Each Except as the context otherwise provides, on and after the Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for itself agrees that on purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Closing DateExisting Credit Agreement, each Existing Lender hereby irrevocably sellsas amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, transferrestatement or waiver or other modification, conveys and assignswhether or not similar and, without recourse, representation or warranty (except as expressly set forth herein)provided herein or in any other Loan Document, to each Lenderall terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Restatement Effective Date, the Administrative Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Restatement Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date (which representations and warranties made prior to the Restatement Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Restatement Date) and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Restatement Date and which remain outstanding and as of the Restatement Date, (iib) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Restatement Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thatin any Loan Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loan Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, Except to the extent of specifically amended on the rights Restatement Date, this amendment and obligations so purchased restatement shall not alter, modify or in any way amend the schedules and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds exhibits to the Existing Lenders that are making sales Credit Agreement (and assignments in the amount of the portions so sold such schedules and assignedexhibits shall continue to be schedules and exhibits hereto). (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement. The Each of the parties hereto acknowledge and agree each Subsidiary Guarantor executing this Amendment solely with respect to this Section 9.20 hereby acknowledges and agrees that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in obligations for principal, interest or fees of the Existing Credit Agreement) Borrower under the Existing Credit Agreement as in effect on the Effective Date immediately prior to the Closing Date effectiveness of this Agreement and which remain outstanding outstanding; and (iib) except for any of the “Obligations” Borrower’s obligations under the Existing Credit Agreement which are expressly contemplated to be repaid on the Effective Date and to the extent are in fact so repaid, the obligations of the Borrower under the Existing Credit Agreement (as amended and restated hereby and which are hereinafter on and after the date hereof subject to the terms herein) are in all respects continuing. continuing and (bc) Each of after giving effect to this Agreement and the parties hereto severally transactions contemplated hereby, the Liens and for itself agrees that on other security interests granted by the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each LenderObligors pursuant to, and each such Lender the terms and conditions of, the Guarantee and Security Agreement remain unaltered and in full force and effect and secure the Secured Obligations (as defined in the Guarantee and Security Agreement) as amended hereby. Each Subsidiary Guarantor executing this Amendment solely with respect to this Section 9.20 hereby irrevocably purchases from such Existing Lender, a portion (i) consents to the terms of the rights and obligations of such Existing Lender under the Existing Credit this Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined inii) the Existing Credit Agreement such confirms that, after giving effect to this Amendment and the foregoing assignment transactions contemplated hereby, its Guarantee under the Guarantee and delegation Security Agreement remains unaltered and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments full force and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon guarantee the Administrative Agent or any other Lender. Guaranteed Obligations (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds defined in the full amount of the purchase made by it Guarantee and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (gSecurity Agreement) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.amended hereby. 160 Revolving Credit Agreement

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation novation, payment and reborrowing, or termination extinguishment of any of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding and outstanding; (ii) the such “Obligations” are in all respects continuing (as amended and restated hereby); (iii) the Liens and security interests as granted under the Security Documents granted to the Administrative Agent (for the benefit of itself and the Lenders) under the other Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect; (iv) from and after the Restatement Effective Date, all references in the Loan Documents to the “Credit Agreement” shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (v) all of the terms and which are hereinafter provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Restatement Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to any Lender or the Administrative Agent (or their assignees or replacements hereunder), (vi) all Existing Letters of Credit shall be deemed to be outstanding Letters of Credit under this Agreement, (vii) the obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Restatement Effective Date, and shall from and after the Restatement Effective Date continue to be owing and be subject to the terms hereinof this Agreement, and (viii) are from and after the Restatement Effective Date, all references in the Loan Documents to the “Administrative Agent” or any “Lender” or “Lenders’ shall mean such terms as defined in this Agreement. The parties hereto further acknowledge and agree that all respects continuingprincipal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Restatement Effective Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (b) Each Notwithstanding anything in this Agreement to contrary, (i) this Agreement is a legally binding contract, enforceable in accordance with its terms, from and after the date of execution hereof by the Borrowers, Holdings, the Administrative Agent and all of the parties hereto severally Lenders and for itself agrees from and after such date this Agreement shall constitute a Loan Document under and as such term is defined in the Existing Credit Agreement, provided that on (i) the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys contemplated amendment and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion restatement of the rights and obligations terms of such Existing Lender under the Existing Credit Agreement as set forth in Articles I through IX hereof shall not be effective unless and each other Loan Document until all of the conditions in respect Section 4.2 have been fully and timely satisfied, provided that the provisions of its existing Loans Sections 5.4(q), 5.4(r) and Commitments 5.19 shall become effective immediately upon the satisfaction of the condition in Section 4.2(a), (ii) if the Restatement Effective Date does not occur by February 28, 2009 (or such later date, if extended in writing by all of the Administrative Agent and the Required Lenders under and as such term is defined in the Existing Credit Agreement, it being understood that the Administrative Agent and such Lenders shall have no obligation to grant any such extension), then on such date this Agreement shall terminate and be null and void ab initio, (iii) this Agreement may be amended, modified or supplemented prior to the Restatement Effective Date by a writing signed by Holdings, the Borrowers the Administrative Agent, and the Required Lenders under and as such term is defined in the Existing Credit Agreement, provided that any such amendment, modification or supplement of the type described in Section 9.3(c) hereof shall require the written approval of the Administrative Agent, Holdings, the Borrowers and the Persons who at such time are all of the Lenders under and as defined inin the Existing Credit Agreement, (iv) the Existing Credit Agreement such that, after giving effect may be amended in accordance with its terms prior to the foregoing assignment Restatement Effective Date in accordance with Section 9.3 of the Existing Credit Agreement, and delegation (v) no Lender shall assign any or all of its rights, commitments, Loans or Obligations under and any increase as defined in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of Existing Credit Agreement on or after the Commitments and pro rata portion of the Loans for the purposes date of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect prior to the provisions Restatement Effective Date unless such Lender shall obtain written confirmation from such assignee that such assignee agrees to be bound by the terms of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by ithereunder. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Second Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the Tranche A-1 Lenders and the period prior to the Second Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date and (iiB) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are hereinafter in all respects hereafter subject to the terms hereinherein or therein, as applicable). The Borrower acknowledges and agrees that Section 11.04(b) are in all respects continuingof the Existing Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Second Restatement Effective Date. (b) Each Except as the context otherwise provides, on and after the Second Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for itself agrees that on purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Closing DateExisting Credit Agreement, each Existing Lender hereby irrevocably sellsas amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, transferrestatement or waiver or other modification, conveys and assignswhether or not similar and, without recourse, representation or warranty (except as expressly set forth herein)provided herein or in any other Loan Document, to each Lenderall terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Second Restatement Effective Date, the Administrative Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Second Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Third Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Third Restatement Effective Date (which representations and warranties made prior to the Third Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the applicable Lenders and the period prior to the Third Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Third Restatement Effective Date (including any failure, prior to the Third Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Third Restatement Effective Date and which remain outstanding as of the Third Restatement Effective Date and (iiB) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are hereinafter in all respects hereafter subject to the terms hereinherein or therein, as applicable). The Borrower acknowledges and agrees that Section 11.04(b) are in all respects continuingof the Existing Credit Agreement shall, to the extent applicable immediately prior to the Third Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Third Restatement Effective Date. (b) Each Except as the context otherwise provides, on and after the Third Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for itself agrees that on purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Closing DateExisting Credit Agreement, each Existing Lender hereby irrevocably sellsas amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, transferrestatement or waiver or other modification, conveys and assignswhether or not similar and, without recourse, representation or warranty (except as expressly set forth herein)provided herein or in any other Loan Document, to each Lenderall terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Third Restatement Effective Date, the Administrative Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Third Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Restatement Effective Date and which remain outstanding and outstanding; (iib) the such “Obligations” are in all respects continuing (as amended and restated hereby); (c) the Liens and security interests as granted under the Security Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect; (d) references in the Credit Documents and Security Documents to the “Credit Agreement” shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each such Credit Document and Security Document is hereby deemed amended accordingly, (e) all of the terms and which are hereinafter provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Restatement Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Administrative Agent or the Lenders (or their assignees or replacements hereunder), (f) the obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Restatement Effective Date, and shall from and after the Restatement Effective Date continue to be owing and be subject to the terms hereinof this Agreement, (f) are all references in all respects continuingthe Credit Documents and Security Documents to the “Lenders” or a “Lender” or to the “Administrative Agent” shall mean such terms as defined in this Agreement. (b) Each of The Borrower, the Administrative Agent and the Lenders and the other parties hereto severally acknowledge and for itself agrees agree that on the Closing Dateall principal, each Existing Lender hereby irrevocably sellsinterest, transferfees, conveys costs, reimbursable expenses and assigns, without recourse, representation indemnification obligations accruing or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender arising under or in connection with the Existing Credit Agreement which remain unpaid and each other Loan Document in respect of its existing Loans and Commitments under (and outstanding as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments Restatement Effective Date shall be and pro rata portion of the Loans for the purposes of remain outstanding and payable as an obligation under this Agreement and each the other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01Credit Documents. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” incurred under the Existing Credit Agreement or the other Credit Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (b) the “Obligations” incurred under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of “Obligations” incurred under the Existing Credit Agreement are in all respects continuing and in full force and effect and are reaffirmed hereby except as released or terminated in connection herewith. The Borrowers and the Credit Parties acknowledge and agree that Section 13.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 13.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Closing Date. As of the -171- Closing Date, the Revolving Loans as defined in the Existing Credit Agreement (such loans, the “Existing Loans”) and Revolving Commitments as defined in the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Credit Documents as Revolving Loans and Revolving Commitments hereunder. The Administrative Agent shall xxxx the Register accordingly to provide for such designation of the Existing Loans and Existing Revolving Commitments among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to such Exiting Lender on the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are shall be paid in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lenderfull, and each such Exiting Lender hereby irrevocably purchases from such Existing Lender, (i) shall cease to be a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each other Loan Document in respect Lender under this Agreement shall not have been deemed to assume the commitments of its existing Loans the Lenders under the Existing Credit Agreement. (b) On and Commitments under after the Closing Date, (and as defined ini) all references to the Existing Credit Agreement such that, after giving effect or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the foregoing assignment Existing Credit Agreement, as amended and delegation and restated hereby, (ii) all references to any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage section (or subsection) of the Commitments and pro rata portion of Existing Credit Agreement or the Loans for Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and beneficial owner conditions of the portion of its rights Credit Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.Credit Document

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” incurred under the Existing Credit Agreement or the other Credit Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (b) the “Obligations” incurred under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of “Obligations” incurred under the Existing Credit Agreement are in all respects continuing and in full force and effect and are reaffirmed hereby except as released or terminated in connection herewith. The Borrowers and the Credit Parties acknowledge and agree that Section 13.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 13.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Closing Date. As of the Closing Date, the Revolving Credit Loans as defined in the Existing Credit Agreement (such loans, the “Existing Loans”) and Revolving Credit Commitments as defined in the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Credit Documents as Revolving Credit Loans and Revolving Credit Commitments hereunder. The Administrative Agent shall mark the Register accordingly to provide for such designation of the Existing Loans and Existing Revolving Commitments among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to such Exiting Lender on the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are shall be paid in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lenderfull, and each such Exiting Lender hereby irrevocably purchases from such Existing Lender, (i) shall cease to be a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each other Loan Document in respect Lender under this Agreement shall not have been deemed to assume the commitments of its existing Loans the Lenders under the Existing Credit Agreement. (b) On and Commitments under after the Closing Date, (and as defined ini) all references to the Existing Credit Agreement such that, after giving effect or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the foregoing assignment Existing Credit Agreement, as amended and delegation and restated hereby, (ii) all references to any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage section (or subsection) of the Commitments and pro rata portion of Existing Credit Agreement or the Loans for Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except US-DOCS\144294102.18 as expressly provided herein or in any other Credit Document, all terms and beneficial owner conditions of the portion of its rights Credit Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other LenderCredit Document. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Second Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended amended, restated and restated superseded in its entiretyentirety by this Agreement. The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation novation, payment and reborrowing, or termination of the “Obligations” Loans and other Extensions of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date Second Restatement Effective Date; (b) such Loans and which remain outstanding and (ii) the “Obligations” other Extensions of Credit are in all respects continuing (as amended and restated hereby hereby) with only the terms thereof being modified as provided in this Agreement; and which are hereinafter subject (c) upon the effectiveness of this Agreement all Extensions of Credit of Lenders outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement (except to the extent repaid as a condition to the occurrence of the Second Restatement Effective Date as provided in Section 9.1(d)) will be converted into Extensions of Credit of such Lenders hereunder on the terms herein) are and conditions set forth in all respects continuingthis Agreement. (b) Each As of the parties hereto severally and for itself agrees that on the Closing Second Restatement Effective Date, each Existing Lender Credit Party, on its own behalf as well as on behalf of all of its Subsidiaries and all of their respective shareholders, officers, directors, employees, and agents (collectively, the “Releasors”) hereby irrevocably sellsrelease each Agent, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases all of their respective affiliates, officers, employees, directors and agents (the “ Releasees”) from such Existing Lenderany and all claims, a portion demands liabilities, responsibilities, disputes, causes of the rights action (at law or in equity) and obligations of such Existing Lender under every kind or nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or matured, fixed or contingent that the Existing Credit Agreement and each other Loan Document in respect Releasors may have against any Releasee, arising from any action or inaction of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect any Releasee on or prior to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant heretoSecond Restatement Effective Date, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statementsthe Loans, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement Credit Agreement, any other Loan Document, the Borrower Obligations, the Collateral, or the Restructuring Transactions or any other Loan Document or (B) property securing the financial condition of any Loan Party or the performance by any Loan Party of the Borrower Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation novation, payment and reborrowing, or termination of the “Obligations” (as defined in obligations of the Existing Credit Agreement) Company under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and outstanding; (ii) such obligations of the “Obligations” Company under the Existing Credit Agreement are in all respects continuing (as amended and restated hereby hereby); (iii) the Liens and which are hereinafter subject to security interests as granted under the terms herein) are in all respects continuing. (b) Each Collateral Documents securing payment of such obligations of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender Company under the Existing Credit Agreement are in all respects continuing and in full force and effect; (iv) references in the Loan Documents to the "Credit Agreement" shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each other such Loan Document in respect is hereby deemed amended accordingly, (v) all of its existing Loans the terms and Commitments under (and as defined in) provisions of the Existing Credit Agreement such that, after giving effect shall continue to apply for the period prior to the foregoing assignment and delegation and Closing Date, including any increase in the aggregate Commitments effected pursuant heretodeterminations of payment dates, each Lender’s Applicable Percentage interest rates, Events of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will Default or any amount that may be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect payable to the provisions of this SectionAgent or the Banks (or their assignees or replacements hereunder), (ivi) such the obligations under the Existing Lender is Credit Agreement shall continue to be paid or prepaid on or prior to the legal Closing Date, and beneficial owner of shall from and after the portion of its rights Closing Date continue to be owing and obligations in respect of its Existing Loans being assigned be subject to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, (vii) all references in the Existing Agreement Loan Documents to the "Banks" or any other Loan Document a "Bank" or (B) to the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received "Agent" shall mean such information terms as it has deemed appropriate to make its own credit analysis and decision to enter into defined in this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective This Agreement shall be deemed to be an amendment to and restatement of the Existing Credit Agreement and the Existing Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. All extensions of credit under the Existing Credit Agreement on the Closing Date shall remain outstanding following the Closing Date as specified in Sections 2.26 and 3.1(c) and shall be continued under this Agreement, as amended in the manner set forth herein. All references to the Existing Credit Agreement in any other agreement or document shall, on and after the Closing Date, be deemed to refer to the Existing Credit Agreement shall be as amended and restated in its entiretyhereby. The parties hereto acknowledge Each Borrower agrees, acknowledges and agree affirms that (i) this each of the Security Documents to which it is a party shall remain in full force and effect and shall constitute security for all extensions of credit pursuant to the Existing Credit Agreement as amended and restated hereby and (ii) any reference to the Existing Credit Agreement appearing in any such Security Document shall on and after the Closing Date be deemed to refer to the Existing Credit Agreement as amended and restated hereby. (b) On the Closing Date, each of the lenders party to the Existing Credit Agreement and the other Loan Documentsnot continuing as a Lender hereunder hereby agrees that, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination upon its acceptance of the “Obligations” outstanding amounts owed to it under the Existing Credit Agreement on the Closing Date, such lender shall have consented to the amendment and restatement of the Existing Credit Agreement as provided herein, the redesignation of certain Loans and Commitments (each as defined in the Existing Credit Agreement) set forth in Sections 2.26 and 3.1(c) hereof and the assignment of the Loans and all other rights under the Existing Credit Agreement as in effect immediately prior to the Closing Date extent necessary to give effect to such redesignation set forth in Sections 2.26 and which remain outstanding and (ii) 3.1(c). For the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each avoidance of doubt, each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), lenders party to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document not continuing as a Lender hereunder shall be replaced in respect of its existing Loans and Commitments under (and as defined inaccordance with Section 10.1(c) pursuant to such procedures agreed upon by the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders Company and the Administrative Agent also agree that each including deemed assignments upon payment to such replaced Lender of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, amounts required to the extent of the rights and obligations so purchased and assumed by itbe paid to it pursuant to Section 10.1(c). (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Second Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Credit Agreement Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Credit Agreement Obligations” are contingent as of the Second Restatement Effective Date), (ii) the representations and warranties made by the Borrowers prior to the Second Restatement Effective Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Credit Agreement Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Second Restatement Effective Date and which remain outstanding and outstanding, (iib) the “Credit Agreement Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Credit Agreement Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Second Restatement Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thatin any Loan Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Second Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loan Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the Lenders hereby acknowledges This amendment and agrees that (i) other than the representations and warranties contained aboverestatement shall not alter, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in modify or in connection with this Agreement or any way amend the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis schedules and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds exhibits to the Existing Lenders that Credit Agreement (and such schedules and exhibits shall continue to be schedules and exhibits hereto), other than Exhibit A, Exhibit C-1, Exhibit C-2, Exhibit F, Exhibit G and Exhibit I, which Exhibits are making sales and assignments amended as set forth in the amount of the portions so sold attached Exhibit A, Exhibit C-1, Exhibit C-2, and assignedExhibit I, respectively. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Second Restatement Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (iA) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or the other Loan Documents as in effect immediately prior to the Closing Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date and (iiB) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are hereinafter in all respects hereafter subject to the terms hereinherein or therein, as applicable). The Borrower acknowledges and agrees that Section 11.04(b) are in all respects continuingof the Existing Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Second Restatement Effective Date. (b) Each Except as the context otherwise provides, on and after the Second Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the parties hereto severally Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for itself agrees that on purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Closing DateExisting Credit Agreement, each Existing Lender hereby irrevocably sellsas amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, transferrestatement or waiver or other modification, conveys and assignswhether or not similar and, without recourse, representation or warranty (except as expressly set forth herein)provided herein or in any other Loan Document, to each Lenderall terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (d) From and after the Second Restatement Effective Date, the Administrative Agent and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) on the Existing Credit Agreement such that, after giving effect Second Restatement Effective Date shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of continue to be a party to this Agreement and each other Loan Document will in such respective capacity until such Person ceases to be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to a party hereto in accordance with the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency terms of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. (b) Each of the parties hereto severally and for itself agrees that on the Closing Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding and (ii) the “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject hereby) under this Agreement, except to the extent that any such obligations have been repaid by the Borrower or any other Loan Party or otherwise satisfied on or prior to the Closing SC1:3775857.9 LEGAL_US_E # 113365636.9 Date pursuant to the terms hereinof this Agreement, (ii) the Liens and security interests as granted under the Loan Documents (including, for the avoidance of doubt, the English Share Charge) securing payment of such “Obligations” are in all respects continuing. continuing and in full force and effect after giving effect to this Agreement and the transactions contemplated hereby, (biii) Each of unless the parties hereto severally context requires otherwise, references in the Loan Documents to the “Loan Agreement” or “Credit Agreement” shall be deemed to be references to this Agreement (as amended, supplemented or otherwise modified from time to time), and for itself agrees that on to the Closing Dateextent necessary to effect the foregoing, each Existing Lender such Loan Document is hereby irrevocably sellsdeemed amended accordingly, transfer(iv) unless the context requires otherwise, conveys all references in the Loan Documents to the “Administrative Agent” shall be deemed to refer to the Administrative Agent under this Agreement and assigns, without recourse, representation all references in the Loan Documents to “Lenders” or warranty (except a “Lender” shall be deemed to refer to the Lenders as expressly set forth herein), to each Lenderdefined in this Agreement, and to the extent necessary to effect the foregoing, each such Lender Loan Document is hereby irrevocably purchases from such deemed amended accordingly, and (v) all Liens granted to the Administrative Agent under the Existing Lender, a portion of the rights and obligations of such Existing Credit Agreement or any Lender under the Existing Credit Agreement and each other Loan Document in respect of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such that, after giving effect shall be deemed to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes of this Agreement and each other Loan Document will be as set forth opposite such Person’s name on Schedule 2.01. (c) Each Existing Lender hereby represents and warrants constitute Liens granted to each Lender that, immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (d) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each on behalf of the Lenders and the Administrative Agent also agree that each of the Lenders shallIssuing Bank under this Agreement, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of necessary to effect the rights and obligations so purchased and assumed by it. (f) Each Lender which foregoing, each such Loan Document is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.hereby deemed amended accordingly. SC1:3775857.9 LEGAL_US_E # 113365636.9

Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the Amendment Effective as of the Closing Date, the Existing Credit Agreement shall be amended and restated in its entiretyentirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Amendment Effective Date), (ii) the representations and warranties made by Holdings and the Borrowers prior to the Amendment Effective Date (which representations and warranties shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Amendment Effective Date) and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Amendment Effective Date (including any failure, prior to the Amendment Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The parties hereto acknowledge and agree that (ia) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Closing Amendment Effective Date and which remain outstanding and outstanding, (iib) the “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuingcontinuing and in full force and effect and are reaffirmed hereby. (b) Each of On and after the parties hereto severally and for itself agrees that on the Closing Amendment Effective Date, each Existing Lender hereby irrevocably sells, transfer, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), i) all references to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the Existing Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and each other Loan Document in respect restated hereby, (ii) all references to any section (or subsection) of its existing Loans and Commitments under (and as defined in) the Existing Credit Agreement such thatin any Loan Document (but not herein) shall be amended to become, after giving effect mutatis mutandis, references to the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, each Lender’s Applicable Percentage of the Commitments and pro rata portion of the Loans for the purposes corresponding provisions of this Agreement and each other Loan Document will (iii) except as the context otherwise provides, on or after the Amendment Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as set forth opposite such Person’s name on Schedule 2.01amended and restated hereby. (c) Each Existing Lender hereby represents This amendment and warrants restatement is limited as written and is not a consent to each Lender thatany other amendment, immediately before giving effect to the provisions of this Sectionrestatement or waiver or other modification, (i) such Existing Lender is the legal whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and beneficial owner conditions of the portion of its rights Loans Documents remain in full force and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold effect unless otherwise specifically amended hereby or by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lenderother Loan Document. (d) Each of the Lenders hereby acknowledges This amendment and agrees that (i) other than the representations and warranties contained aboverestatement shall not alter, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in modify or in connection with this Agreement or any way amend the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of the Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis schedules and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (e) The Borrowers (including the Company), each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (f) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds exhibits to the Existing Lenders that are making sales Credit Agreement (and assignments in such schedules and exhibits shall continue to be schedules and exhibits hereto), other than Schedule 2.01, which Schedule 2.01 as it exists on the amount of the portions so sold and assigned. (g) Each Lender acknowledges and agrees that, in connection with the reallocation of any Existing Loans Amendment Effective Date is attached hereto as contemplated in this Section, neither the Company nor any Borrower shall be liable for any costs and fees contemplated in Section 3.05.Exhibit A.