Common use of Effect of Amendment and Restatement Clause in Contracts

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements set forth in Section 6.2 and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Date.

Effect of Amendment and Restatement. This 11.2.1 Upon the effectiveness of this Agreement is intended on the Effective Date pursuant to amend Section 11.1: (a) the Second A&R Prior Loan Facility Agreement shall be deemed terminated and superceded by this Agremeent; (b) any and all indemnification obligations of Sponsor under the Prior Loan Facility Agreement and any other Operative Documents shall be deemed to be indemnification obligations of Sponsor exclusively under this Agreement, in full force and effect for the benefit of Servicer, each Participant and any other Person indemnified under the Prior Loan Facility Agreement or any other Operative Document at any time prior to the Effective Date (including, without novation, and solely for convenience of referencelimitation, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements extent set forth in Section 6.2 and 9.1 of the occurrence of Prior Loan Facility Agreement as in effect on the Effective Date. The Company ); (c) all “Loans”, “Letters of Credit” and each other Obligor hereby acknowledge“Loan Commitments” extended by Servicer under the Prior Loan Facility Agreement shall, certify and agree that to the “Obligations” extent outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of on the Effective Date, continue be deemed to remain Obligations be outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall not be deemed to include be paid, released, discharged or otherwise satisfied by the execution of this Agreement; and (d) any and all references to the Prior Loan Facility Agreement shall, without further action of the parties, be deemed a reference to this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be further amended or amended and restated from time to time hereafter. 11.2.2 Notwithstanding anything herein to the contrary, the Servicer and Participants agree that the interest rates, commitment fees, letter of no further force credit fees and effect (other amounts payable by Borrowers with respect to such periods)Loans extended under, it being understood that all obligations and Letters of Borrowers under the Original Loan AgreementCredit issued pursuant to, the A&R Prior Loan Agreement and the Second A&R Loan Facility Agreement shall be governed continue at the same rates and amounts set forth in the Loan Documents for such Loan until such time as the Loan Commitments to such Borrowers are renewed or refinanced, at which time the provisions set forth herein shall apply. No amounts paid by the Sponsor under this Agreement from and after the Effective DateSection 11.2.2 shall constitute Guaranty Payments.

Effect of Amendment and Restatement. This Agreement is intended to amend (a) On and as of the Second A&R Closing Date, the Existing Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements set forth be amended, restated and superseded in Section 6.2 and the occurrence of the Effective Dateits entirety. The Company and each other Obligor hereby acknowledge, certify 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, payment or reborrowing, or termination of the “Obligations” outstanding under and (as defined in the Original Existing Loan Agreement Agreement) as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods in effect prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Closing Date and (zii) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the Second A&R terms thereof being modified as provided in this Agreement. Each Loan Party hereby reaffirms its duties and obligations under each Loan Document to which it is a party. Each reference to the Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” Document shall be deemed to include references be a reference to the Loan Agreement as amended and restated hereby. (b) Each Lender severally agrees to continue its “Revolving Loans” (as defined in the Existing Loan Agreement) (such loans, collectively, “Existing Loans”) outstanding immediately prior to the effectiveness of the amendment and restatement of the Existing Loan Agreement on the Closing Date as Tranche A Revolving Loans hereunder, and as of the Closing Date such Existing Loans shall be automatically deemed to constitute Tranche A Revolving Loans outstanding under this Agreement. (c) On the Closing Date, without further action by any party hereto (including the delivery of a notice of the issuance of a Letter of Credit pursuant to Section 2.3(d) or any consent of, or confirmation by or to, the Administrative Agent), (i) each “Letter of Credit” (as defined in the Existing Loan Agreement) (such letters of credit, collectively, “Existing Letters of Credit”) issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof as if each such Existing Letter of Credit were issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Tranche A Lender, and each Tranche A Lender shall be deemed to have acquired from such Letter of Credit Issuer, on the “Lenders” or “Agent” shall mean terms and conditions of Section 2.3(d) hereof, for such terms as defined Tranche A Lender’s own account and risk, an undivided interest and participation in this Agreement. As such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to all periods occurring on or after the Effective Date, all such Tranche A Lender’s Tranche A Pro Rata Share of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be face amount of no further force and effect such Letter of Credit (with respect to such periods), it being understood that including all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement Borrower for whose account such Letter of Credit was issued and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Dateany security or guaranty pertaining thereto).

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date, the Amended and Restated Contribution Deferral Agreement shall be amended, restated and superseded in its entirety as set forth herein. The Company and each other Obligor hereby acknowledge, certify parties hereto acknowledge and agree that (a) this Agreement and the other Fund Documents, whether executed, delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Obligations” outstanding under and (as defined in the Original Loan Amended and Restated Contribution Deferral Agreement) under the Amended and Restated Contribution Deferral Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods in effect prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (zb) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms thereof being modified as defined provided in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants set forth in the Original Loan Agreement, the A&R Loan Agreement Amended and the Second A&R Loan Restated Contribution Deferral Agreement shall be of no further force and effect (with respect to such periods), ) (it being understood that (i) all obligations of Borrowers the Primary Obligors under the Original Loan Agreement, the A&R Loan Agreement Amended and the Second A&R Loan Restated Contribution Deferral Agreement shall be governed by this Agreement from and after the Effective Date, (ii) the terms, provisions and covenants contained in the Amended and Restated Contribution Deferral Agreement shall continue to apply for all periods prior to the Effective Date and (iii) the effectiveness of this Agreement shall not excuse or waive any failure to comply with any of the terms, provisions or covenants contained in the Amended and Restated Contribution Deferral Agreement for any period prior to the Effective Date).

Effect of Amendment and Restatement. This On the Restatement Effective Date, the Existing Guarantee and Collateral Agreement is intended to amend the Second A&R Loan shall be amended and restated in its entirety by this Agreement, without novationand the Existing Guarantee and Collateral 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) the representations and solely for convenience of referencewarranties made by the Borrower and the Grantors 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 (ii) any action or omission performed or required to be performed pursuant to the Existing Guarantee and Collateral Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to restate it. For comply with the avoidance covenants contained in the Existing Guarantee and Collateral Agreement), other than in respect of doubt, this Agreement shall not become effective until the satisfaction (or waiver) any guarantee of the requirements set forth in Section 6.2 and the occurrence of the Effective Dateany Excluded Swap Agreement. The Company and each other Obligor hereby acknowledge, certify parties hereto acknowledge and agree that (1) 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 Guarantee and Collateral Agreement or the other Loan Documents as in effect prior to the Restatement Effective Date and which remain outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective Date, other than in respect of any guarantee of any Excluded Swap Obligation, (2) the A&R Loan “Obligations” under the Existing Guarantee and Collateral Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and (i3) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Loan AgreementObligations” shall be deemed to include references to this Agreement, are in all respects continuing and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further full force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Dateare reaffirmed hereby.

Effect of Amendment and Restatement. This Agreement is intended to amend The parties hereto agree that, upon the Second A&R Loan Agreement, without novation, Restatement Date and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements conditions precedent set forth in Section 6.2 and the occurrence 3.5 of the Effective Date. The Company Loan Agreement, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Original CADA shall be deemed to be amended and each other Obligor hereby acknowledge, certify and agree that restated in its entirety in the “Obligations” outstanding under and form of this Agreement; (b) all Existing Obligations (as defined in the Original Loan Agreement as of Agreement) shall, to the Restatement Effective Date, the A&R Loan Agreement as of extent not paid on the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each caseall respects be continuing and shall be deemed to be Obligations outstanding hereunder, including any determinations and the execution of payment datesthis Agreement does not extinguish, interest ratesnor does it constitute a novation with respect to, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, such Existing Obligations; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (c) all references in the Notes and other Loan Financing Documents to (i) the Original CADA or the “Loan AgreementCADA” shall be deemed to include refer without further amendment to this Agreement (as may be further amended, modified or restated from time to time after the date hereof) and all references to any section (or subsection) of the Original CADA or the “CADA” shall be references to the corresponding provisions of this Agreement; and (d) Borrower hereby represents and warrants that to its knowledge, and (ii) the “Lenders” there are no claims or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on offsets against or after the Effective Date, all rights of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (recoupment with respect to such periods), it being understood that all or defenses or counterclaims to its obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective DateCADA. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience (a) The effectiveness of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until constitute a novation of any Original Obligations. All Loans (other than Loans repaid on the satisfaction (or waiver) of the requirements set forth in Section 6.2 Amendment and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations ) outstanding under this Agreement (except the First Amended and Restated Credit Agreement, all Existing Letters of Credit and all accrued and unpaid amounts owing by any Credit Party pursuant to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms First Amended and provisions of the (x) Original Loan Restated Credit Agreement shall continue to apply for be outstanding and owing hereunder or, in the periods prior to case of Existing Letters of Credit issued by new Issuing Banks, be deemed issued hereunder. Without limitation of the Restatement Effective Dateforegoing, (y) the A&R Loan Agreement Commitments shall continue to apply for periods period to be re- allocated on the Second Amendment and Restatement Effective Date and (z) in accordance with the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement Commitments set forth herein and the Second A&R Loan Agreement Lenders shall be of no further force make settlement on the Amendment and effect (Restatement Effective Date in accordance with respect to such periods)procedures approved by the Administrative Agent, it being understood that all obligations the Lenders party hereto waive any breakage costs under Section 2.18(c) of Borrowers the First Amended and Restated Credit Agreement in connection with such re- allocation and settlement. Any payment or performance of any Obligation under the Original Loan First Amended and Restated Credit Agreement or any Obligation described in this Agreement during any period prior to the Amendment and Restatement Effective Date shall constitute payment or performance of such Obligation under this Agreement, the A&R Loan . (b) After giving effect to this Agreement and the Second A&R Loan Agreement shall be governed by this Agreement modifications effectuated thereby, each of the undersigned agrees that from and after the Amendment and Restatement Effective Date, each reference to the “Credit Agreement” in the Credit Documents shall be deemed to be a reference to this Agreement as amended and restated on the Amendment and Restatement Effective Date. (c) Each Term Lender hereby severally agrees to provide the Term Loan Commitments in the amount set forth opposite its name under the heading “Term Loan Commitments” on Appendix A-I hereto on the terms and subject to the conditions set forth in this Agreement It is the understanding, agreement and intention of the parties that the Term Loans made under the Term Loan Commitments shall be used, in part, to refinance in full the Initial Term Loans outstanding on the Amendment and Restatement Effective Date.

Effect of Amendment and Restatement. This Upon the effectiveness of this Agreement is intended pursuant to amend Section 6.01, from and after the Second A&R Loan Closing Date: (a) the terms and conditions of the Original Credit Agreement, without novationas amended by the August 18, 2000 Amendment and solely for convenience of referenceRestatement and as Amended by the September 22, to restate it. For the avoidance of doubt2000 Amendment and Restatement, shall be amended as set forth herein and, as so amended, shall be restated in their entirety; (b) this Agreement shall not become effective until in any way release or impair the satisfaction (Obligations or waiver) of Liens created pursuant to the requirements set forth in Section 6.2 Original Credit Agreement, as amended by the August 18, 2000 Amendment and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under Restatement and as Amended by the September 22, 2000 Amendment and Restatement, or any other Credit Document (as defined therein) or affect the relative priorities thereof, in each case to the Original Loan Agreement extent in force and effect thereunder as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such Obligations and Liens are assumed, ratified and affirmed by Borrowers; (c) the Second A&R Loan Agreement Obligations incurred under the Original Credit Agreement, as of amended by the Effective August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, shall, to the extent outstanding on the Closing Date, continue to remain Obligations 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 other rights, duties and obligations of the parties hereunder; (d) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, nor constitute a waiver of any covenant, agreement or obligation under the Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, except to the extent that any such existing Obligations are Excluded Swap Obligations). Except as expressly covenant, agreement or obligation is no longer set forth herein or is modified hereinhereby; and (e) any and all references to the Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, all without further action of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior parties, be deemed a reference to the Restatement Effective DateOriginal Credit Agreement, (y) as amended by the A&R Loan Agreement shall continue to apply for periods period to August 18, 2000 Amendment and Restatement, as amended by the Second Restatement Effective Date September 22, 2000 Amendment and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective DateRestatement, in each case, including any determinations of payment dates, interest rates, compliance with covenants as amended and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to restated by this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (with respect amended, restated, supplemented or otherwise modified from time to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Datetime.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waivera) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date. The Company , the Existing Loan Agreement shall be amended and each other Obligor hereby acknowledge, certify restated in its entirety by this Agreement and agree that the Existing Loan Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by Borrower of the “Obligations” outstanding under and as defined in the Original Existing Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement (whether or not such “Obligations” are contingent as of the Effective Date), continue to remain Obligations outstanding under this Agreement (except to ii) the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms representations and provisions of the (x) Original Loan Agreement shall continue to apply for the periods warranties made by Borrower prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (ziii) the Second A&R any action or omission performed or required to be performed pursuant to such Existing Loan Agreement shall continue prior to apply for the periods Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in each case, including such Existing Loan Agreement). The amendments and restatements set forth herein shall not cure any determinations breach of the Existing Loan Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Loan Agreement or evidence payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default all or any amount payable portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Loan Agreement and the promissory notes issued thereunder. (c) Borrower reaffirms the Liens granted pursuant to the Loan Documents to the Collateral Agent or Lenders. From for the benefit of the Lender, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (d) On and after the Effective Date, all references in the Notes and other Loan Documents to (i) all references to the “Existing Loan Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement” ) shall be deemed to include references refer to this Agreementthe Existing Loan Agreement as amended and restated hereby, and (ii) all references to any section (or subsection) of the “Lenders” Existing Loan Agreement or “Agent” in any Loan Document (but not herein) shall mean such terms be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as defined in this Agreement. As to all periods occurring the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be references to the Existing Loan Agreement as amended and restated hereby. (e) This amendment and restatement is limited as written and except as set forth in clause (f) below is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the covenants Loan Documents remain in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further full force and effect unless otherwise specifically amended hereby or any other Loan Document. (with respect f) Lender hereby consents to the amendment and restatement, as of the Effective Date, of each of the documents listed on Schedule 9.19(f) hereto each in the form and substance executed by (or in the case of any such periods)documents to which Lender is not a party, it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after a fully executed copy thereof was delivered to) Lender on the Effective Date.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, On and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements set forth in Section 6.2 and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective DateDate in accordance with SECTION 4.1, the A&R Loan Existing Credit Agreement as shall be amended and restated in its entirety by this Agreement, and all Credit Documents, instruments, certificates, financial statements and other documents executed or delivered by or on behalf of Matria or any of its Subsidiaries pursuant to the Second Restatement Effective Date and Existing Credit Agreement at any time prior to the Second A&R Loan Agreement as effectiveness of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to other than the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified hereinNotes evidencing the Existing Credit Agreement Indebtedness, all which shall be deemed canceled and terminated upon repayment in full of the terms Existing Credit Agreement Indebtedness) shall be deemed to have been executed or delivered pursuant to this Agreement. The parties to this Agreement agree that the credit facility provided for hereunder evidences a continuation of, and provisions not a novation, termination or or replacement of, the revolving credit facility provided for under the Existing Credit Agreement, that the repayment of the Existing Credit Agreement Indebtedness has been agreed to as a matter of administrative convenience in lieu of requiring assignments of the Revolving Credit Commitments from lenders under the Existing Credit Agreement to Lenders hereunder, and that the pledges, Liens and security interests in Collateral granted under the Credit Documents (xas defined in the Existing Credit Agreement) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) Date shall remain in full force and effect and shall secure the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date payment and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations performance of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to Obligations arising under this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be other Credit Documents, without interruption in the attachment or perfection of no further force any such pledges, Liens and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Date.security interests. 110 117

Effect of Amendment and Restatement. This Agreement is intended to amend (a) On the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waiver) of the requirements set forth in Section 6.2 and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in the Original Loan Agreement as of the Restatement Effective Closing Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Existing Credit Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, be refinanced in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to its entirety by this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan 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 “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date) and 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. (b) The Lenders hereby authorize and direct the Collateral Trustee (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) to execute and deliver all Security Documents and other documents or instruments necessary or advisable to effect this Agreement, including, for the avoidance of doubt, any modifications to any Mortgages previously executed and delivered to the Collateral Trustee (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) by any Loan Party. (c) The parties hereto confirm that it is their intent that the instructions provided herein shall represent an Act of Instructing Debtholders under and as defined in the Existing Collateral Trust Agreement with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Collateral Trust Agreement, the A&R Loan Guarantee and Collateral Agreement and the Second A&R Loan Reaffirmation Agreement. The Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Issuing Banks and the Lenders and agrees for the benefit of the Administrative Agent, the Collateral Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Issuing Banks, the Lenders and the Collateral Trustee (as defined in the Existing Collateral Trust Agreement) that (i) Schedule 9.18(c) sets forth completely and correctly (A) the aggregate outstanding amount of all Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement), as in effect as of the Closing Date, (B) the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement), as in effect as of the Closing Date, and (C) the face amount of all outstanding letters of credit issued under any Priority Lien Documents (as defined in the Existing Collateral Trust Agreement) relating to Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement), as in effect as of the Closing Date, and (ii) pursuant to and in accordance with Section 9.4 of the Existing Collateral Trust Agreement, the holders of Priority Lien Commodity Hedging Obligations (as defined in the Existing Collateral Trust Agreement) are not entitled to exercise any voting or consent right with respect to the execution, acknowledgment and acceptance of the Collateral Trust Agreement, the Guarantee and Collateral Agreement shall be governed by and the Reaffirmation Agreement with respect to the aggregate Hedge Capacity Amount (as defined in the Existing Collateral Trust Agreement) under Priority Lien Commodity Hedging Agreements (as defined in the Existing Collateral Trust Agreement) that are Capacity Commodity Hedging Agreements (as defined in the Existing Collateral Trust Agreement), including with respect to clause (i)(y)(D) of the definition of “Act of Instructing Debtholders” set forth in the Existing Collateral Trust Agreement. To accomplish the intent set forth in the first sentence of this Section 9.18(c), the Lenders, constituting, solely based on (and in reliance upon) the representation and warranty of the Borrower set forth in the immediately preceding sentence, holders of Priority Lien Debt (as defined in the Existing Collateral Trust Agreement) constituting more than 50% of the sum of (1) the aggregate outstanding amount of all Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement), (2) the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement) and (3) the face amount of all outstanding letters of credit issued under any Priority Lien Documents (as defined in the Existing Collateral Trust Agreement) relating to Priority Lien Debt for Borrowed Money (as defined in the Existing Collateral Trust Agreement), hereby (x) consent to the Collateral Trust Agreement, the Guarantee and Collateral Agreement from and after the Effective DateReaffirmation Agreement, (y) authorize and instruct the Collateral Trustee (as defined in the Existing Collateral Trust Agreement) to execute, acknowledge and accept each of the Collateral Trust Agreement, the Guarantee and Collateral Agreement and the Reaffirmation Agreement on their behalf and (z) direct the Administrative Agent, on their behalf, to authorize and instruct the Collateral Trustee (as defined in the Existing Collateral Trust Agreement) to execute, acknowledge and accept each of the Collateral Trust Agreement, the Guarantee and Collateral Agreement and the Reaffirmation Agreement on their behalf.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waivera) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date, the Prior Loan Agreement shall be amended, restated and superseded in its entirety. The Company and each other Obligor hereby acknowledge, certify parties hereto acknowledge and agree that (i) this Loan Agreement and the other documents entered into in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” outstanding under and (as defined in the Original Prior Loan Agreement Agreement) under the Prior Loan Agreement, as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations outstanding under this Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods in effect prior to the Effective DateDate but rather a substitution of certain of the terms contained therein, as set forth herein and (ii) such “Obligations” are in each case, including any determinations of payment dates, interest rates, compliance with covenants all respects continuing (as amended and other obligations, accuracy of representations restated hereby) as indebtedness and warranties, Events of Default or any amount payable to Agent or Lendersobligations outstanding under this Loan Agreement. From On and after the Effective Date, all references in the Notes rights and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to this Agreement, and (ii) the “Lenders” or “Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Effective Date, all obligations of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement parties hereto shall be governed by this Loan Agreement, except that the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall be governed by the provisions of the Prior Loan Agreement from as it existed prior to such amendment and after restatement; provided, however, that waivers granted under the Prior Loan Agreement prior to the Effective Date shall no longer be effective as of the Effective Date. (b) In connection with the amendment and restatement of the Prior Loan Agreement, Borrower, Parent and each other Credit Party release, waive and discharge any claims or causes of action which it may have against the Collateral Agent, and each of the Lenders (as each such term is defined in the Prior Loan Agreement) and any of the other holders of the Obligations (as defined in the Prior Loan Agreement) arising under the Prior Loan Agreement or any of the other Loan Documents (as defined in the Prior Loan Agreement) or relating to any of their performance thereunder.

Effect of Amendment and Restatement. (a) This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall does not become effective until the satisfaction (or waiver) constitute a novation of the requirements set forth in Section 6.2 obligations and liabilities under the occurrence Existing Credit Agreement or evidence repayment or termination of any such obligations and liabilities. (b) On the Effective Closing Date. The Company and , (i) each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and Commitment (as defined in the Original Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations Existing Credit Agreement) outstanding under this the Existing Credit Agreement (except to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed to include references to be continued under this Agreement and not novated; (ii) this Agreement, each of the other Loan Documents and all other ancillary documents executed in connection herewith and therewith shall supersede and replace in their entirety the Existing Credit Agreement, each other Loan Document (ii) the “Lenders” or “Agent” shall mean such terms as defined in this the Existing Credit Agreement. As to ) and all periods occurring on or after the Effective Date, ancillary documents executed in connection therewith and all of the covenants in the Original Loan Agreement, the A&R Loan Agreement such superseded agreements and the Second A&R Loan Agreement ancillary documents shall be of no further force and effect, except for provisions thereof that by their terms survive termination of such agreements and ancillary documents; (iii) the parties hereto acknowledge and agree that the Liens created by the Mortgages (as defined in the Existing Credit Agreement) and the Security Instruments (as defined in the Existing Credit Agreement) shall be carried forward and evidenced by the Mortgages and Security Instruments and have not been released or impaired in any way; and (iv) Xxxxx Fargo Bank, National Association will cease to be the Issuing Bank. (c) For avoidance of doubt, all participations and other indebtedness, obligations and liabilities outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall continue to constitute participations, and other indebtedness, obligations and liabilities under this Agreement. It is the intent of the parties hereto that this Agreement amends, restates and supersedes in its entirety the Existing Credit Agreement and re-evidences the obligations of the Borrower and the Loan Parties outstanding thereunder. (d) Each party hereto hereby waives any requirements for notice and consent required to give effect (with respect to such periodsreallocations referenced in the foregoing Section 12.21(c) and in Section 12.22(a). (e) the Lenders hereby authorize and direct Xxxxx Fargo Bank, it being understood that all obligations of Borrowers National Association as Administrative Agent under the Original Loan Agreement, Existing Credit Agreement (in such capacity “Xxxxx Fargo”) to execute and deliver such instruments and documents as Xxxxx Fargo deems appropriate to assign and transfer any and all collateral under the A&R Loan Existing Credit Agreement and the Second A&R Loan Agreement shall be governed by Documents to the Administrative Agent under this Agreement from and after the Effective DateAgreement.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waivera) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date. The Company , the Existing Loan Agreement shall be amended and each other Obligor hereby acknowledge, certify restated in its entirety by this Agreement and agree that the “Existing Loan Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by Borrower of the "Obligations” outstanding " under and as defined in the Original Existing Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement (whether or not such "Obligations" are contingent as of the Effective Date), continue to remain Obligations outstanding under this Agreement (except to ii) the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms representations and provisions of the (x) Original Loan Agreement shall continue to apply for the periods warranties made by Borrower prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (ziii) the Second A&R any action or omission performed or required to be performed pursuant to such Existing Loan Agreement shall continue prior to apply for the periods Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in each case, including such Existing Loan Agreement). The amendments and restatements set forth herein shall not cure any determinations breach of the Existing Loan Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Loan Agreement or evidence payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default all or any amount payable portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and Lender's rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Loan Agreement and the promissory notes issued thereunder. (c) Borrower reaffirms the Liens granted pursuant to the Loan Documents to the Collateral Agent or Lenders. From for the benefit of the Lender, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (d) On and after the Effective Date, all references in the Notes and other Loan Documents to (i) all references to the “Existing Loan Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement” ) shall be deemed to include references refer to this Agreementthe Existing Loan Agreement as amended and restated hereby, and (ii) all references to any section (or subsection) of the “Lenders” Existing Loan Agreement or “Agent” in any Loan Document (but not herein) shall mean such terms be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as defined in this Agreement. As to all periods occurring the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be references to the Existing Loan Agreement as amended and restated hereby. (e) This amendment and restatement is limited as written and except as set forth in clause (f) below is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the covenants Loan Documents remain in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further full force and effect unless otherwise specifically amended hereby or any other Loan Document. (with respect f) Lender hereby consents to such periods)the amendment and restatement, it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Date.as

Effect of Amendment and Restatement. This Agreement is intended to amend (a) The occurrence of the Second A&R Loan Agreement, without novation, Restatement Date and solely for convenience the effectiveness of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction constitute a novation of any Obligations owing under (or waiver) of the requirements set forth in Section 6.2 and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in in) the Original Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date Existing Credit Agreement. All Loans and the Second A&R Loan Agreement as of the Effective Date, continue to remain Obligations Commitments outstanding under this (and as defined in) the Existing Credit Agreement (except and all accrued and unpaid amounts owing by any Loan Party pursuant to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms and provisions of the (x) Original Loan Existing Credit Agreement shall continue to apply for be outstanding and owing hereunder. Any payment or performance of any Obligation under the periods Existing Credit Agreement or any Obligation described in this Agreement during any period prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) shall constitute payment or performance of such Obligation under this Agreement. Except as otherwise specifically noted to be determined only after the Second A&R Loan Restatement Date, any usage under any “basket” set forth in any covenant or exception in the Existing Credit Agreement shall continue be included in the determination of baskets under this Agreement. (b) After giving effect to apply for this Agreement and the periods prior modifications effectuated thereby, each reference to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From and after the Effective Date, all references “Credit Agreement” in the Notes and other Loan Documents to (i) the “Loan Agreement” shall be deemed a reference to include references the Existing Credit agreement, as amended and restated on the Second Restatement Date. (c) Each undersigned Loan Party agrees that this Agreement amends and restates and is substituted for (and is not executed in payment or novation of) the Existing Credit Agreement and that the security interest provided under the Collateral Documents referenced therein (the “Existing Collateral Documents”) and the Guarantee provided pursuant to the Guaranty shall continue uninterrupted under the Collateral Documents and the Guaranty, respectively, and that the security interests granted under the Existing Collateral Documents and the Guarantee provided under the Guaranty continues in effect as security for and a Guaranty of, respectively, all obligations and liabilities under the Existing Credit Agreement, as amended and restated by this Agreement. (d) Each of the Consenting Lenders, by its execution and delivery of its duly executed counterpart signature page to this Agreement, hereby consents to the amendment and (ii) restatement of the “Lenders” or “Agent” shall mean such terms Existing Credit Agreement as defined set forth in this Agreement. As to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective DateAmendment.

Effect of Amendment and Restatement. This (a) On the Restatement Effective Date, the Existing Credit Agreement is intended to amend the Second A&R Loan shall be amended and restated in its entirety by this Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Existing Credit Agreement shall not become effective until thereafter be of no further force and effect except to evidence (i) the satisfaction (or waiver) incurrence by the Borrower of the requirements set forth in Section 6.2 and the occurrence of the Effective Date. The Company and each other Obligor hereby acknowledge, certify and agree that the “Obligations” outstanding under and as defined in the Original Loan Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) the A&R Loan Agreement as of representations and warranties made by Holdings and the Second Borrower prior to the Restatement Effective Date (which representations and the Second A&R Loan warranties shall not be superseded or rendered ineffective by this Agreement as of they pertain to the period prior to the Restatement Effective Date, continue ) and (iii) any action or omission performed or required to remain Obligations outstanding under this be performed pursuant to such Existing Credit Agreement (except prior to the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified hereinRestatement Effective Date (including any failure, all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The parties hereto acknowledge and agree that (yA) this Agreement and the A&R 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 shall continue to apply for periods period as in effect prior to the Second Restatement Effective Date and which remain outstanding, (zB) the Second A&R Loan Agreement shall continue to apply for the periods prior “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein), (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, and (D) each party which was a Lender under, and as defined in, the Existing Credit 160 AFFINION – A&R Credit Agreement Agreement and which is not a Lender hereunder shall be deemed to have ratably assigned all of its Loans and Commitments under, and as defined in, the Existing Credit Agreement to the Lenders under this Agreement on the Restatement Effective Date. (b) On and after the Restatement Effective Date, (i) all references to the “Credit Agreement”, “therein”, “thereof”, “thereunder” or words of similar import when referring to the Existing Credit Agreement in each casethe Loan Documents (other than this Agreement) shall mean and shall be deemed to refer to the Existing Credit Agreement, including as amended and restated hereby, (ii) all references to any determinations section (or subsection) of payment datesthe Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, interest ratesmutatis mutandis, compliance with covenants references to the corresponding provisions of this Agreement and other obligations(iii) except as the context otherwise provides, accuracy of representations and warranties, Events of Default on or any amount payable to Agent or Lenders. From and after the Restatement Effective Date, all references in the Notes to this Agreement herein (including for purposes of indemnification and other Loan Documents to (ireimbursement of fees) the “Loan Agreement” shall be deemed to include references be reference to this the Existing Credit Agreement as amended and restated hereby. (c) Each Loan Party hereby acknowledges and agrees, as of the date hereof, for itself and for each of its Subsidiaries, that it does not have any claims, offsets, counterclaims, cross-complaints, defenses or demands of any kind or nature whatsoever under or relating to the Existing Credit Agreement, and the other “Loan Documents” (ii) the “Lenders” or “Agent” shall mean such terms as defined in this the Existing Credit Agreement. As ) or any of the obligations existing thereunder that could be asserted to reduce or eliminate all periods occurring on or after any part of the Effective Dateobligation of any Loan Party to pay any amounts owed thereunder, or to assert any claim for affirmative relief or damages against the “Administrative Agent” thereunder or any lender party thereto. (d) 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 covenants Loan Documents remain in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further full force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original unless otherwise specifically amended hereby or by any other Loan AgreementDocument. 161 AFFINION – A&R Credit Agreement IN WITNESS WHEREOF, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by parties hereto have caused this Agreement from to be duly executed by their respective authorized officers as of the day and after the Effective Date.year first written above. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer as Administrative Agent, Collateral Agent and Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President as Joint Lead Arranger and Joint Bookrunner By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director as Joint Lead Arranger, Joint Bookrunner and Syndication Agent By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director By: Name: Title: as Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Associate as Joint Bookrunner and Documentation Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: /s/ Xx Xxxxxx Name: Xx Xxxxxx Title: Managing Director as Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director as Joint Bookrunner and Documentation Agent By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. as Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Executive Director as Joint Bookrunner and Documentation Agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Attorney in Fact By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director as Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director RLI Insurance Co. TS-07003236 Evergreen Delta Airlines TS-07004047 Evergreen Altria Client Services TS-07005317 Evergreen 1. Entertainment Publications of Argentina, S.A. 2. Entertainment Publications de Mexico, S.A. de C.V. 3. Credit Card Sentinel Sweden AB 4. Affinion International Travel Limited

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waivera) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date, the Prior Loan Agreement shall be amended, restated and superseded in its entirety. The Company and each other Obligor hereby acknowledge, certify parties hereto acknowledge and agree that (i) this Loan Agreement and the other documents entered into in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” outstanding under and (as defined in the Original Prior Loan Agreement Agreement) under the Prior Loan Agreement, as in effect prior to the Effective Date but rather a substitution of certain of the Restatement terms contained therein, as set forth herein and (ii) such “Obligations” are in all respects continuing after the Effective Date (as amended and restated hereby) as indebtedness and obligations outstanding under this Loan Agreement, enforceable with only the terms thereof being modified as provided by this Agreement and shall be deemed to be Obligations governed by this Agreement. On and after the Effective Date, the A&R rights and obligations of the parties hereto shall be governed by this Loan Agreement, except that the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall be governed by the provisions of the Prior Loan Agreement as of it existed prior to such amendment and restatement; provided, however, that waivers granted under the Second Restatement Prior Loan Agreement prior to the Effective Date and the Second A&R Loan Agreement shall no longer be effective as of the Effective Date. (b) In connection with the amendment and restatement of the Prior Loan Agreement, continue to remain Borrower and each other Credit Party release, waive and discharge any claims or causes of action which it may have against the Collateral Agent, and each of the Lenders (as each such term is defined in the Prior Loan Agreement) and any of the other holders of the Obligations outstanding (as defined in the Prior Loan Agreement) arising under this the Prior Loan Agreement or any of the other Loan Documents (as defined in the Prior Loan Agreement) executed in connection with the Prior Loan Agreement (except to the extent such existing Obligations are Excluded Swap Obligations“Prior Loan Documents”). Except as expressly modified herein, all of whether on the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods or at any time thereafter but prior to the Effective Date, in each case, including or relating to any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount payable to Agent or Lenders. From their performance thereunder. (c) On and after the Effective Date, all references in to the Notes and other Prior Loan Documents to (i) Agreement or the “Loan Agreement” in any and all of the Prior Loan Documents shall be deemed to include references to this Agreement, and (ii) the “Lenders” as amended, restated, supplemented or “Agent” shall mean such terms as defined in this Agreement. As otherwise modified from time to all periods occurring on or after the Effective Date, all of the covenants in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further force and effect (with respect to such periods), it being understood that all obligations of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Datetime.

Effect of Amendment and Restatement. This Agreement is intended to amend the Second A&R Loan Agreement, without novation, and solely for convenience of reference, to restate it. For the avoidance of doubt, this Agreement shall not become effective until the satisfaction (or waivera) of the requirements set forth in Section 6.2 and the occurrence of On the Effective Date. The Company , the Existing Loan Agreement shall be amended and each other Obligor hereby acknowledge, certify restated in its entirety by this Agreement and agree that the Existing Loan Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by Borrower of the “Obligations” outstanding under and as defined in the Original Existing Loan Agreement as of the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement (whether or not such “Obligations” are contingent as of the Effective Date), continue to remain Obligations outstanding under this Agreement (except to ii) the extent such existing Obligations are Excluded Swap Obligations). Except as expressly modified herein, all of the terms representations and provisions of the (x) Original Loan Agreement shall continue to apply for the periods warranties made by Borrower prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (ziii) the Second A&R any action or omission performed or required to be performed pursuant to such Existing Loan Agreement shall continue prior to apply for the periods Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in each case, including such Existing Loan Agreement). The amendments and restatements set forth herein shall not cure any determinations breach of the Existing Loan Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Loan Agreement or evidence payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default all or any amount payable portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Loan Agreement and the promissory notes issued thereunder. (c) Borrower reaffirms the Liens granted pursuant to the Loan Documents to the Collateral Agent or Lenders. From for the benefit of the Lender, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (d) On and after the Effective Date, all references in the Notes and other Loan Documents to (i) all references to the “Existing Loan Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement” ) shall be deemed to include references refer to this Agreementthe Existing Loan Agreement as amended and restated hereby, and (ii) all references to any section (or subsection) of the “Lenders” Existing Loan Agreement or “Agent” in any Loan Document (but not herein) shall mean such terms be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as defined in this Agreement. As to all periods occurring the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be references to the Existing Loan Agreement as amended and restated hereby. (e) This amendment and restatement is limited as written and except as set forth in clause (f) below is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the covenants Loan Documents remain in the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be of no further full force and effect unless otherwise specifically amended hereby or any other Loan Document. (with respect f) Lender hereby consents to such periods)the amendment and restatement, it being understood that all obligations as of Borrowers under the Original Loan Agreement, the A&R Loan Agreement and the Second A&R Loan Agreement shall be governed by this Agreement from and after the Effective Date., of each of the documents listed on Schedule 9.19(f) hereto each in the form and substance executed by (or in the case of any such documents to which Lender is not a party, a fully executed copy thereof was delivered to) Lender on the Effective Date. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Effect of Amendment and Restatement. This Agreement is intended to amend constitutes the Second A&R Loan Agreementrenewal, without novation, replacement evidence and solely for convenience refinancing of reference, to restate it. For indebtedness of Borrowers under the avoidance of doubt, this Original Agreement shall not become effective until and amends and restates the satisfaction (or waiver) of the requirements set forth Original Agreement in Section 6.2 and the occurrence of the Effective Dateits entirety. The Company and each other Obligor hereby acknowledge, certify Borrowers acknowledge and agree that as of the date hereof, they have no defense, offset, counterclaim or other claim or dispute with respect to any indebtedness or obligation incurred pursuant to such Original 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 “ObligationsIndebtedness” outstanding under and (as defined in the Original Loan Agreement) under the Original Agreement as of in effect prior to the Restatement Effective Date, the A&R Loan Agreement as of the Second Restatement Effective Date and the Second A&R Loan Agreement which remains outstanding and is in all respects continuing (as of the Effective Dateamended and restated hereby), continue to remain Obligations outstanding under this Agreement (except to the extent that any such existing Obligations indebtedness has been repaid by the Borrowers on or prior to the Restatement Date pursuant to the terms of this Agreement, (ii) the guarantees and Liens as granted under the “Loan Documents” (as defined in the Original Agreement) guaranteeing and securing payment of such “Indebtedness” are Excluded Swap Obligations). Except as expressly modified hereinin all respects ratified and reaffirmed and are continuing and in full force and effect after giving effect to this Agreement and the transactions contemplated hereby, (iv) all of the terms and provisions of the (x) Original Loan Agreement shall continue to apply for the periods period prior to the Restatement Effective Date, (y) the A&R Loan Agreement shall continue to apply for periods period to the Second Restatement Effective Date and (z) the Second A&R Loan Agreement shall continue to apply for the periods prior to the Effective Date, in each case, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy events of representations and warranties, Events of Default default or any amount that may be payable to the Agent or Lenders. From the Lenders (or their assignees or replacements hereunder), (v) the obligations under the Original Agreement shall continue to be paid or prepaid on or prior to the Restatement Date, and shall from and after the Effective DateRestatement Date continue to be owing as Indebtedness hereunder and be subject to the terms of this Agreement, all references in except to the Notes and other Loan Documents extent that any such obligations have been repaid by the Borrowers on or prior to (i) the “Loan Agreement” shall be deemed Restatement Date pursuant to include references to the terms of this Agreement, and (iivi) all Liens granted in favor of the Agent or any Lender under the Original Agreement or the other “LendersLoan Documents” or “Agent” shall mean such terms (as defined in the Original Agreement) shall be deemed to constitute Liens granted in favor of the Agent for the benefit of itself and the Lenders under this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly. As to The Borrowers, the Agent, and the Lenders acknowledge and agree that all periods occurring on principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or after arising under or in connection with the Effective Date, all Original Agreement which remain unpaid and outstanding as of the covenants in the Original Loan Agreement, the A&R Loan Restatement Date shall be and remain outstanding and payable as Indebtedness under this Agreement and the Second A&R other Loan Agreement Documents. The Lenders acknowledge and agree that such transfer of rights and interests shall be take place among the Lenders as of no further force and the Restatement Date to give effect (with respect to such periods), it being understood that all obligations the Commitments of Borrowers under the Original Loan Agreement, the A&R Loan Agreement Lenders set forth herein and the Second A&R Loan Agreement shall be governed Lenders will make such payments among themselves as directed by this Agreement from and after the Effective DateAgent to give effect thereto.