Common use of Effect of Restatement Clause in Contracts

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and, if applicable, in the forms attached to the Existing Credit Agreement, and with the effect that from and after the Restatement Date all references therein shall be references to this Agreement.

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Closing Date with respect to the transactions hereunder and with respect to the Loans and Letters of (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Closing Date. The parties hereto acknowledge and agree, however, that (a) except with respect to the Repaid Loans (as defined in the Restatement Agreement), this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Credit Documents (as defined in the Existing Credit Agreement) as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Closing Date, (b) such the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in Obligations under this Agreement and the each other Loan Documents. The parties hereto further acknowledge and agree that Document, (ic) the liens Liens and security interests in favor of the Collateral Administrative Agent for the benefit of the Secured Parties securing payment or any of the Obligations Secured Parties pursuant to the Security Documents (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all for the benefit of the Administrative Agent and the other Secured Parties and secure the Obligations and (iid) all references in the other Loan Documents to the Existing “Term Loan Credit Agreement Agreement” or “Credit Agreement” shall be deemed to refer without further amendment to this AgreementAgreement as amended and restated. In addition, unless specifically amended hereby, each This Agreement shall not constitute a novation of the Loan Documents and Exhibits and Schedules to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement). Each of the Loan Parties hereby (A) acknowledges the Restatement Agreement and this Agreement and the transactions contemplated hereby and thereby and (B) acknowledges and agrees that the Lenders are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. Each Loan Party hereby reaffirms all outstanding Obligations of such Loan Party under the Loan Documents to which it is a party, as such Obligations have been amended by the Restatement Agreement or otherwise modified in the Transactions and confirms that such outstanding Obligations shall continue to be in full force and effect and shall continue to apply to this Agreement and each other Loan Document. Each Loan Party hereby reaffirms the legality, validity, effectiveness, enforceability and priority of the Liens granted by it to the Administrative Agent for the benefit of the Secured Parties or any of the Secured Parties under the Credit Documents (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect andunder the Collateral Documents after giving effect to this Agreement and each other Loan Document, if applicable, in the forms attached to the Existing Credit Agreement, Transactions and with the effect that from and after the Restatement Date all references therein Agreement and shall be references continue to this Agreementsecure the Obligations (including obligations in respect of the Term B Loans).

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and, if applicable, in the forms attached to the Existing Credit Agreement, and with the effect that from and after the Restatement Date all references therein shall be references to this Agreement.

Effect of Restatement. (a) This Agreement shall, except as otherwise expressly set forth stated herein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to the transactions hereunder and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) Agreement and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations Documents and (iic) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules Each existing Lender party to the Existing Credit Agreement immediately prior to the execution and delivery of this Agreement on the Restatement Date shall continue in full force and effect andbe bound by the terms hereof. (b) On the Restatement Date, if applicable, in the forms attached each Revolving Credit Lender party to the Existing Credit Agreement, and with the effect that from and after Agreement immediately prior to the Restatement Date (each, an “Existing Revolving Credit Lender”) will automatically and without further act be deemed to have assigned to each Revolving Credit Lender party to the Credit Agreement as of the Restatement Date (each, a “Restatement Date Revolving Credit Lender”), and each such Restatement Date Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Existing Revolving Credit Lender’s Revolving Credit Loans outstanding immediately prior to the Restatement Date (“Existing Revolving Credit Loans”) and participations under the Agreement in outstanding Letters of Credit (if any are outstanding on the Restatement Date) such that, after giving effect to each such deemed assignment and assumption of Existing Revolving Credit Loans and participations, the percentage of the aggregate outstanding (i) Revolving Credit Loans, (ii) participations under the Credit Agreement in Letters of Credit and (iii) participations under the Agreement in Swing Line Loans held by each Revolving Credit Lender (including each such Restatement Date Revolving Credit Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all references therein shall be references to this AgreementRevolving Credit Lenders represented by such Revolving Credit Lender’s Commitment as of the Restatement Date.

Effect of Restatement. This (a) The effectiveness of this Agreement shall, except as otherwise expressly set forth herein, supersede shall not constitute a novation of any Obligations owing under the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters Agreement. Any payment or performance of Credit outstanding any Obligation under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) or any Obligation described in this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect during any period prior to the Restatement Date except shall constitute payment or performance of such Obligation under this Agreement. Except as expressly provided for otherwise specifically noted herein, any usage, or accumulated capacity, under any “basket” set forth in the Amendment Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are any covenant or exception in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall not be deemed to refer without further amendment included in the determination of baskets under this Agreement. (b) After giving effect to this Agreement. In addition, unless specifically amended herebyAgreement and the modifications effectuated thereby, each of reference to the “Credit Agreement” in the Loan Documents shall be deemed a reference to the Existing Credit agreement, as amended and Exhibits restated on the Restatement Date. (c) Each undersigned Loan Party agrees that this Agreement amends and Schedules to 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 Guaranty provided under the Existing Credit Agreement shall continue uninterrupted under the Collateral Documents and this Agreement, respectively, and that the security interests granted under the Existing Collateral Documents and the Guaranty provided under the Existing Credit Agreement continue in full force effect as security for and effect anda Guaranty of, if applicablerespectively, in the forms attached to all obligations and liabilities under the Existing Credit Agreement, as amended and with the effect that from and after the Restatement Date all references therein shall be references to restated by this Agreement, and each other Loan Document.

Effect of Restatement. (a) This Agreement shall, except as otherwise expressly set forth stated herein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to the transactions hereunder and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) Agreement and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations Documents and (iic) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules Each existing Lender party to the Existing Credit Agreement immediately prior to the execution and delivery of this Agreement on the Restatement Date shall continue in full force and effect andbe bound by the terms hereof. (b) On the Restatement Date, if applicable, in the forms attached each Revolving Credit Lender party to the Existing Credit Agreement, and with the effect that from and after Agreement immediately prior to the Restatement Date (each, an “Existing Revolving Credit Lender”) will automatically and without further act be deemed to have assigned to each Revolving Credit Lender party to the Credit Agreement as of the Restatement Date (each, a “Restatement Date Revolving Credit Lender”), and each such Restatement Date Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Existing Revolving Credit Lender’s Revolving Credit Loans outstanding immediately prior to the Restatement Date (“Existing Revolving Credit Loans”) and participations under the Agreement in outstanding Letters of Credit (if any are outstanding on the Restatement Date) such that, after giving effect to each such deemed assignment and assumption of Existing Revolving Credit Loans and participations, the percentage of the aggregate outstanding (i) Revolving Credit Loans, (ii) participations under the Credit Agreement in Letters of Credit and (iii) participations under the Agreement in Swing Line Loans held by each Revolving Credit Lender (including each such Restatement Date Revolving Credit Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all references therein shall be references to this AgreementRevolving Credit Lenders represented by such Revolving Credit Lender's Commitment as of the Restatement Date.

Effect of Restatement. This (a) The Amended Credit Agreement shall, except as otherwise expressly set forth hereintherein, supersede the Existing 2014 Credit Agreement from and after the 2016 Restatement Date and from and after the Restatement Funding Date with respect to the transactions under the Amended Credit Agreement and with respect to the Term Loans and Letters of Credit outstanding under the Existing 2014 Credit Agreement as of the 2016 Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined All references in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except 2014 Credit Agreement shall be deemed to refer without further amendment to the Amended Credit Agreement. (b) Except as expressly provided for herein or in the Amended Credit Agreement, neither this Amendment nor the effectiveness of the Amended Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the 2014 Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the 2014 Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Except as expressly provided herein (including, without limitation Section 10(e) below) or in the Amended Credit Agreement, nothing in this Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the 2014 Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment and in the Amended Credit Agreement. (c) The 2014 Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the 2014 Credit Agreement and the Amended Credit Agreement. (d) Notwithstanding anything to the contrary in the Amended Credit Agreement, on and after the 2016 Restatement Date, none of the Loan Parties shall be required to renew, amend or otherwise maintain effectiveness of, or be in compliance with the terms and conditions of, the Gaming Concession Consent or the Land Concessions Consent or (to the extent they imply the effectiveness of the Gaming Concession Consent or the Land Concessions Consent) the Land Security Assignment between the Collateral Agent and the Company or the Land Security Assignment between the Collateral Agent and the Cotai Subsidiary. (e) On or prior to the 2016 Restatement Date, (i) the Collateral Agent shall deliver to the Borrower the original Livranças and Livranças Side Letter under (and as defined in) the 2014 Credit Agreement, marked “cancelled”, and (ii) all references in each Power of Attorney executed (and as defined) under the other Loan Documents to the Existing Credit 2015 Joinder Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents revoked and Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and, if applicable, in the forms attached to the Existing Credit Agreement, and with the effect that from and after the Restatement Date all references therein shall be references to this Agreementterminated.

Effect of Restatement. This Agreement shall, except Except as otherwise expressly set forth hereinin this Section 1.3, supersede all accrued and unpaid amounts (including interest and fees owing by the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect Borrower to the Loans and Letters of Credit outstanding any Person under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect that have not been paid to such Persons on or prior to the Restatement A&R Closing Date except shall continue as expressly provided for in accrued and unpaid amounts hereunder on the Amendment A&R Closing Date and shall be payable on the dates such amounts would have been payable pursuant to the Existing Credit Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in any such date is modified hereby) and, from and after the Amendment Agreement A&R Closing Date, interest, fees and as contemplated by Section 3.16 hereof) with only the terms being modified other amounts shall accrue as provided in under this Agreement. This Agreement shall amend and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in restate the Existing Credit Agreement) are Agreement in all respects continuing its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement and, on the A&R Closing Date, the rights and in full force and effect with respect to all Obligations and (ii) all references in obligations of the other Loan Documents to parties under the Existing Credit Agreement shall be deemed to refer without further amendment to subsumed and governed by this Agreement. In additionFor purposes of determining compliance with any covenant that limits the maximum Dollar amount of any Investment, unless specifically amended herebyRestricted Payment, each Indebtedness, Lien or disposition, all utilization of the Loan Documents “baskets” contained herein from and Exhibits after the Original Closing Date and Schedules prior to the A&R Closing Date shall be taken into account (in addition to any utilization of such “baskets” from and after the A&R Closing Date). Following the A&R Closing Date, the Revolving Credit Commitments under the Existing Credit Agreement shall continue no longer be in full force effect and effect and, if applicable, thereafter only Revolving Credit Commitments under this Agreement shall be outstanding until otherwise terminated in the forms attached to the Existing Credit Agreement, and accordance with the effect that from and after the Restatement Date all references therein shall be references to this Agreement.terms hereof. ARTICLE

Effect of Restatement. This Agreement shallLease shall be effective as of, except and the Second A&R Lease shall be amended and restated as otherwise expressly set forth hereinin this Lease on, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement Lease and all the other Loan Restated Operative Documents executed and delivered herewith do not constitute a novation, payment and reborrowing novation or termination of the Obligations (under and as defined in the Existing Credit Agreement) and Second A&R Lease or under the other Loan Operative Documents as in effect immediately prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified from and after the Restatement Date as provided in this Agreement Lease and the other Loan Restated Operative Documents. The parties hereto further acknowledge and agree that , (ic) the Guaranty, as amended and restated as of the Restatement Date, is in all respects continuing and remains in full force and effect with respect to all Liabilities (as defined therein), (d) except as provided for in, or contemplated by, the Restated Operative Documents, the mortgage, liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Lessor securing payment of the such Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations Obligations, (e) nothing contained in any Restated Operative Document shall terminate, nullify or otherwise modify the terms or scope of any consent granted to the Lessee or any Guarantor prior to the Restatement Date in connection with the Second A&R Lease or any other Operative Document pursuant to any consent agreement or similar agreement entered into by the Lessee, the Administrative Agent, and the requisite Participants party thereto, and (iif) except to the extent the context requires otherwise, from and after the Restatement Date, all references in the other Loan Operative Documents to the Existing Credit Agreement “Lease” and all other references in the other Operative Documents originally applicable to the Second A&R Lease shall be deemed to refer without further amendment to this AgreementLease, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof. In additionWitness Whereof, unless specifically amended hereby, each the parties have caused this Third Amended and Restated Lease and Remedies Agreement to be duly executed and delivered as of the Loan Documents date first above written. Old Saw Mill Holdings LLC, as Lessee By: /s/ Lxxxxxx X. Xxxxxx Name: Lxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, a Delaware limited liability company, as Lessor By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Vice President ALL that certain plot, piece of land, situate, lying and Exhibits being in the Town of Greenburgh, County of Westchester, and Schedules State of New York, being designated as Lot P-2 on a certain map entitled “Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and NYS Route 9A, Town of Greenburgh, Westchester County, New York Scale 1“=100’” prepared by Jxxx Xxxxx Consulting, PC, dated March 23, 2004 and last revised March 13, 2006, and filed on April 8, 2006 in the Office of the County Clerk of the County of Westchester as Filed Map No. 27754, and being more particularly described as: Beginning at a rebar set on the southwesterly right of way line of Old Saw Mill River Road, where said rebar is located South 35°43’37“West, a distance of 101.93 feet from the intersection formed by the dividing line between the lands n/f BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.2 in the Town of Mount Pleasant), and other lands of BMR-LANDMARK AT EASTVIEW(SBL 116.15-1-2.1 in the Town of Mount Pleasant), thence Running the following courses and distances along the reputed owner Town of Greenburgh 1. South 00°05’33” East a distance of 93.33 feet to a rebar set, thence 2. Along a tangent curve to the Existing Credit Agreement shall continue in full force right having a radius of 100.00 feet, turning a central angle of 21°36’34”, for an arc length of 37.72 feet, the chord of said arc bearing South 10°42’49” West for a distance of 37.50 feet to a rebar set, thence 3. South 21°31’01” West a distance of 81.08 feet to a rebar set, thence 4. Along a tangent curve to the left having a radius of 98.25 feet, turning a central angle of 17°06’57”, for an arc length of 29.35 feet, the chord of said arc bearing South 12°57’32” West for a distance of 29.24 feet to a rebar set, thence 5. South 04°24’12” West a distance of 32.56 feet to a rebar set, thence 6. South 03°48’59” West a distance of 30.15 feet to a rebar set, thence 7. South 02°34’01” West a distance of 90.30 feet to a rebar set, thence 8. Along a tangent curve to the right having a radius of 305.09 feet, turning a central angle of 34°07’44”, for an arc length of 181.73 feet, the chord of said arc bearing South 19°37’53” West for a distance of 179.06 feet to a rebar set, thence Exhibit A (to Third Amended and effect andRestated Lease and Remedies Agreement) 9. Along a reverse curve to the left having a radius of 362.65 feet, if applicableturning a central angle of 33°16’57”, for an arc length of 210.66 feet, the chord of said arc bearing South 20°03’17” West for a distance of 207.71 feet to a rebar set, thence 10. South 03°24’29” West a distance of 152.00 feet to a rebar set, thence 11. Along a tangent curve to the right having a radius of 172.07 feet, turning a central angle of 31°44’41”, for an arc length of 95.33 feet, the chord of said arc bearing South 19°16’50” West for a distance of 94.12 feet to a rebar set, thence 12. Along a compound curve to the right having a radius of 139.47 feet, turning a central angle of 71°37’16”, for an arc length of 174.34 feet, the chord of said arc bearing South 70°57’49” West for a distance of 163.21 feet to a rebar set, thence 13. North 73°13’58” West a distance of 128.84 feet to a rebar set, thence 14. South 16°03’11” West a distance of 16.68 feet to a rebar set, thence 15. North 73°56’49” West a distance of 29.11 feet to a rebar set, thence 16. Along a tangent curve to the left having a radius of 242.01 feet, turning a central angle of 35°55’48”, for an arc length of 151.76 feet, the chord of said arc bearing South 88°05’17” West for a distance of 149.29 feet to a rebar set, thence 17. South 70°07’17” West a distance of 92.14 feet to a rebar set, thence 18. Along a tangent curve to the right having a radius of 440.98 feet, turning a central angle of 40°10’49”, for an arc length of 309.25 feet, the chord of said arc bearing North 89°47’19” West for a distance of 302.95 feet to a rebar set, thence 19. South 20°18’00” West a distance of 20.89 feet to a rebar set, thence 20. North 65°49’54” West a distance of 101.52 feet to a rebar set, thence 21. Along a tangent curve to the right having a radius of 1530.00 feet, turning a central angle of 21°27’50”, for an arc length of 573.16 feet, the chord of said arc bearing North 55°05’59” West for a distance of 569.81 feet to a rebar set, thence 22. Along a compound curve to the right having a radius of 400.00 feet, turning a central angle of 37°36’43”, for an arc length of 262.58 feet, the chord of said arc bearing North 25°33’43” West for a distance of 257.89 feet to a rebar set, thence 23. South 58°03’06” West a distance of 1501.30 feet to a rebar set, thence 24. North 11°11’33” West a distance of 441.76 feet to a rebar set, thence 25. Along reputed owner Consolidated Edison Company of New York, Inc North 34°43’49” East a distance of 1146.62 feet to a rebar set, thence Running the following courses and distances along Lot 1 on a map entitled “Final Subdivision Plat Prepared for Eastview Holdings LLC” filed in the forms attached Westchester County Clerk’s Office, Division of Land Records on 11/15/2005 as Map No. 27669 26. South 55°16’11” East a distance of 225.33 feet to a rebar set, thence 27. South 67°59’01” East a distance of 614.61 feet to a rebar set, thence 28. Along a non-tangent curve to the Existing Credit Agreementright having a radius of 1124.93 feet, turning a central angle of 16°12’11”, for an arc length of 318.13 feet, the chord of said arc bearing North 30°03’42” East for a distance of 317.07 feet to a rebar set, thence 29. Along a compound curve to the right having a radius of 450.05 feet, turning a central angle of 10°26’59”, for an arc length of 82.08 feet, the chord of said arc bearing North 43°23’17” East for a distance of 81.97 feet to a rebar set, thence 30. North 32°22’35” East a distance of 262.04 feet to a rebar set, thence 31. North 27°10’46” East a distance of 172.97 feet to a rebar set, thence Running the following courses and with distances along the effect that from and after the Restatement Date all references therein shall be references southwesterly right of way line of Old Sawmill River Road, 32. South 63°22’33” East a distance of 24.28 feet to this Agreement.a rebar set, thence 33. South 68°16’40” East a distance of 63.98 feet to a rebar set, thence 34. South 71°57’20” East a distance of 48.14 feet to a rebar set, thence 35. South 75°31’00” East a distance of 167.65 feet to a rebar set, thence 36. South 75°03’30” East a distance of 417.19 feet to a rebar set, thence 37. South 71°58’00” East a distance of 46.04 feet to a rebar set, thence

Effect of Restatement. This Upon the effectiveness of this Agreement shall, on --------------------- the Effective Date pursuant to Section 8.1: (a) except as otherwise expressly set forth ----------- herein, supersede the Existing Credit Agreement from all terms and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as conditions of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Original Loan Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement shall be and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lenders and the Agent; (b) the terms and conditions of the Original Loan Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among the Agent, the Lenders and Borrower accruing from and after the Effective Date; (c) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Original Loan Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower; (iid) all references in indemnification obligations of Borrower under the Original Loan Agreement and any other Loan Documents to shall survive the Existing Credit execution and delivery of this Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and, if applicable, in for the forms attached benefit of all lending institutions party to the Existing Credit Original Loan Agreement at any time prior to the Effective Date (including, without limitation, to the extent set forth in Section 11.10 of the Original Loan Agreement as in effect on the Effective Date); (e) the Obligations incurred under the Original Loan Agreement shall, to the extent outstanding on the Effective Date, 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 with this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the effect other rights, duties and obligations of the parties hereunder; (f) 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 Agent under the Original Loan Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Original Loan Agreement, except to the extent that from any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and after the Restatement Date (g) any and all references therein in the Loan Documents to the Original Loan Agreement shall, without further action of the parties, be deemed a reference to the Original Loan Agreement, as amended and restated by this Agreement, and as this Agreement shall be references further amended or amended and restated from time to this Agreementtime hereafter.

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede shall become effective on the Existing Credit Agreement from and after the Restatement Effective Date and from and after the Restatement Funding Date with respect to the Loans and Letters shall supersede all provisions of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Datesuch date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all All references in the other Loan Documents made to the Existing Credit Agreement shall in any Loan Document or in any other instrument or document shall, without more, be deemed to refer without further amendment to this Agreement. In additionThis Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, unless specifically obligations and liabilities of the Borrower or any Guarantor evidenced or provided for thereunder. Notwithstanding anything contained herein, this Agreement is not intended to and does not serve to effect a novation of the “Obligations” pursuant to the Existing Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the Loan created under the Existing Credit Agreement, which is evidenced by the notes provided for therein and secured by the Collateral. The Borrower and each Guarantor acknowledges and confirms the Liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the Guarantors to the Bank under the Existing Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower or any Guarantor to the Bank) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under the Notes to be delivered hereunder, and under the Existing Credit Agreement, as amended and restated hereby, as the same may be further amended, restated, supplemented or otherwise modified from time to time. The Borrower and each Guarantor hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and Exhibits (ii) ratifies and Schedules reaffirms that such grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations as amended hereby. In addition, the Borrower acknowledges receipt of a copy of the PECI Letter Loan Agreement and hereby consents to and agrees with all of the terms, conditions and transactions contemplated thereunder and agrees that the amendment and restatement of the Existing Credit Letter Loan Agreement (as defined in the PECI Letter Loan Agreement) shall continue have no effect on the obligations of the Borrower pursuant to that certain Guaranty Agreement, dated June 28, 2013, by the Borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Canadian Facility Guaranty Agreement”). The Borrower confirms that the Canadian Facility Guaranty Agreement and all of the Borrower’s obligations thereunder remain in full force and effect and, if applicablewithout limiting the foregoing, the Borrower acknowledges and agrees that all loans and advances and other credit extended under the PECI Letter Loan Agreement shall constitute “Indebtedness”, as such term is defined in the forms attached to the Existing Credit Canadian Facility Guaranty Agreement, and with that is guaranteed by the effect Borrower under the Canadian Facility Guaranty Agreement. The Borrower hereby reaffirms all of the terms, provisions, agreements and covenants contained in the Canadian Facility Guaranty Agreement. The Borrower agrees that from and after its consent or affirmation to any extensions of credit to PECI under the Restatement Date all references therein Loan Documents (as defined in the PECI Letter Loan Agreement) shall not be references to required as a result of this Agreementreaffirmation having been obtained.

Effect of Restatement. This Agreement shallOn the Restatement Date, except the Original Lease will be amended and restated as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Datein this Lease. The parties hereto acknowledge and agree, however, that (a) this Agreement Lease and all the other Loan Restated Operative Documents executed and delivered herewith do not constitute a novation, payment and reborrowing novation or termination of the Obligations (under and as defined in the Existing Credit Agreement) and Original Lease or under the other Loan Operative Documents as in effect immediately prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement Lease and the other Loan Restated Operative Documents. The parties hereto further acknowledge and agree that , (ic) the Guaranty, as amended and restated as of the Restatement Date, is in all respects continuing and remains in full force and effect with respect to all Liabilities (as defined therein), (d) the mortgage, liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Lessor securing payment of the such Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations Obligations, (e) nothing contained in any Restated Operative Document shall terminate, nullify or otherwise modify the terms or scope of any consent granted to the Lessee prior to the Restatement Date in connection with the Original Lease pursuant to any consent agreement or similar agreement entered into by the Lessee, the Administrative Agent, and the requisite Participants party thereto (including, without limitation, that certain Consent Agreement, dated as of May 2, 2019, among the Lessee, the Administrative Agent and the Participants party thereto), and (iif) except to the extent the context requires otherwise, all references in the other Loan Operative Documents to the Existing Credit Agreement “Lease” or other reference originally applicable to the Original Lease shall be deemed to refer without further amendment to this AgreementLease, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof. In additionWitness Whereof, unless specifically amended hereby, each the parties have caused this Amended and Restated Lease be duly executed and delivered as of the Loan Documents date first above written. Old Saw Mill Holdings LLC, as Lessee By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, a Delaware limited liability company, as Lessor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ALL that certain plot, piece of land, situate, lying and Exhibits being in the Town of Greenburgh, County of Westchester, and Schedules State of New York, being designated as Lot P-2 on a certain map entitled “Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and XXX Xxxxx 0X, Xxxx xx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxx Xxxx Scale 1”=100’” prepared by Xxxx Xxxxx Consulting, PC, dated March 23, 2004 and last revised March 13, 2006, and filed on April 8, 2006 in the Office of the County Clerk of the County of Westchester as Filed Map No. 27754, and being more particularly described as: Beginning at a rebar set on the southwesterly right of way line of Old Saw Mill River Road, where said rebar is located South 35°43’37“West, a distance of 101.93 feet from the intersection formed by the dividing line between the lands n/f BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.2 in the Town of Mount Pleasant), and other lands of BMR-LANDMARK AT EASTVIEW(SBL 116.15-1-2.1 in the Town of Mount Pleasant), thence Running the following courses and distances along the reputed owner Town of Greensburgh 1. South 00°05’33” East a distance of 93.33 feet to a rebar set, thence 2. Along a tangent curve to the Existing Credit Agreement shall continue in full force right having a radius of 100.00 feet, turning a central angle of 21°36’34”, for an arc length of 37.72 feet, the chord of said arc bearing South 10°42’49” West for a distance of 37.50 feet to a rebar set, thence 3. South 21°31’01” West a distance of 81.08 feet to a rebar set, thence 4. Along a tangent curve to the left having a radius of 98.25 feet, turning a central angle of 17°06’57”, for an arc length of 29.35 feet, the chord of said arc bearing South 12°57’32” West for a distance of 29.24 feet to a rebar set, thence 5. South 04°24’12” West a distance of 32.56 feet to a rebar set, thence 6. South 03°48’59” West a distance of 30.15 feet to a rebar set, thence 7. South 02°34’01” West a distance of 90.30 feet to a rebar set, thence 8. Along a tangent curve to the right having a radius of 305.09 feet, turning a central angle of 34°07’44”, for an arc length of 181.73 feet, the chord of said arc bearing South 19°37’53” West for a distance of 179.06 feet to a rebar set, thence 9. Along a reverse curve to the left having a radius of 362.65 feet, turning a central angle of Exhibit A (to Amended and effect andRestated Lease) 33°16’57”, if applicablefor an arc length of 210.66 feet, the chord of said arc bearing South 20°03’17” West for a distance of 207.71 feet to a rebar set, thence 10. South 03°24’29” West a distance of 152.00 feet to a rebar set, thence 11. Along a tangent curve to the right having a radius of 172.07 feet, turning a central angle of 31°44’41”, for an arc length of 95.33 feet, the chord of said arc bearing South 19°16’50” West for a distance of 94.12 feet to a rebar set, thence 12. Along a compound curve to the right having a radius of 139.47 feet, turning a central angle of 71°37’16”, for an arc length of 174.34 feet, the chord of said arc bearing South 70°57’49” West for a distance of 163.21 feet to a rebar set, thence 13. North 73°13’58” West a distance of 128.84 feet to a rebar set, thence 14. South 16°03’11” West a distance of 16.68 feet to a rebar set, thence 15. North 73°56’49” West a distance of 29.11 feet to a rebar set, thence 16. Along a tangent curve to the left having a radius of 242.01 feet, turning a central angle of 35°55’48”, for an arc length of 151.76 feet, the chord of said arc bearing South 88°05’17” West for a distance of 149.29 feet to a rebar set, thence 17. South 70°07’17” West a distance of 92.14 feet to a rebar set, thence 18. Along a tangent curve to the right having a radius of 440.98 feet, turning a central angle of 40°10’49”, for an arc length of 309.25 feet, the chord of said arc bearing North 89°47’19” West for a distance of 302.95 feet to a rebar set, thence 19. South 20°18’00” West a distance of 20.89 feet to a rebar set, thence 20. North 65°49’54” West a distance of 101.52 feet to a rebar set, thence 21. Along a tangent curve to the right having a radius of 1530.00 feet, turning a central angle of 21°27’50”, for an arc length of 573.16 feet, the chord of said arc bearing North 55°05’59” West for a distance of 569.81 feet to a rebar set, thence 22. Along a compound curve to the right having a radius of 400.00 feet, turning a central angle of 37°36’43”, for an arc length of 262.58 feet, the chord of said arc bearing North 25°33’43” West for a distance of 257.89 feet to a rebar set, thence 23. South 58°03’06” West a distance of 1501.30 feet to a rebar set, thence 24. North 11°11’33” West a distance of 441.76 feet to a rebar set, thence Exhibit A (to Amended and Restated Lease) 25. Along reputed owner Consolidated Edison Company of New York, Inc North 34°43’49” East a distance of 1146.62 feet to a rebar set, thence Running the following courses and distances along Lot 1 on a map entitled “Final Subdivision Plat Prepared for Eastview Holdings LLC” filed in the forms attached Westchester County Clerk’s Office, Division of Land Records on 11/15/2005 as Map No. 27669. 26. South 55°16’11” East a distance of 225.33 feet to a rebar set, thence 27. South 67°59’01” East a distance of 614.61 feet to a rebar set, thence 28. Along a non-tangent curve to the Existing Credit Agreementright having a radius of 1124.93 feet, turning a central angle of 16°12’11”, for an arc length of 318.13 feet, the chord of said arc bearing North 30°03’42” East for a distance of 317.07 feet to a rebar set, thence 29. Along a compound curve to the right having a radius of 450.05 feet, turning a central angle of 10°26’59”, for an arc length of 82.08 feet, the chord of said arc bearing North 43°23’17” East for a distance of 81.97 feet to a rebar set, thence 30. North 32°22’35” East a distance of 262.04 feet to a rebar set, thence 31. North 27°10’46” East a distance of 172.97 feet to a rebar set, thence Running the following courses and with distances along the effect that from and after the Restatement Date all references therein shall be references southwesterly right of way line of Old Sawmill River Road, 32. South 63°22’33” East a distance of 24.28 feet to this Agreement.a rebar set, thence 33. South 68°16’40” East a distance of 63.98 feet to a rebar set, thence 34. South 71°57’20” East a distance of 48.14 feet to a rebar set, thence 35. South 75°31’00” East a distance of 167.65 feet to a rebar set, thence 36. South 75°03’30” East a distance of 417.19 feet to a rebar set, thence 37. South 71°58’00” East a distance of 46.04 feet to a rebar set, thence

Effect of Restatement. This Agreement shall, except Except as otherwise expressly set forth hereinin this Section 1.3, supersede all accrued and unpaid amounts (including interest and fees owing by the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect Borrower to the Loans and Letters of Credit outstanding any Person under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect that have not been paid to such Persons on or prior to the Restatement A&R Closing Date except shall continue as expressly provided for in accrued and unpaid amounts hereunder on the Amendment A&R Closing Date and shall be payable on the dates such amounts would have been payable pursuant to the Existing Credit Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in any such date is modified hereby) and, from and after the Amendment Agreement A&R Closing Date, interest, fees and as contemplated by Section 3.16 hereof) with only the terms being modified other amounts shall accrue as provided in under this Agreement. This Agreement shall amend and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in restate the Existing Credit Agreement) are Agreement in all respects continuing its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement and, on the A&R Closing Date, the rights and in full force and effect with respect to all Obligations and (ii) all references in obligations of the other Loan Documents to parties under the Existing Credit Agreement shall be deemed to refer without further amendment to subsumed and governed by this Agreement. In additionFor purposes of determining compliance with any covenant that limits the maximum Dollar amount of any Investment, unless specifically amended herebyRestricted Payment, each Indebtedness, Lien or disposition, all utilization of the Loan Documents “baskets” contained herein from and Exhibits after the Original Closing Date and Schedules prior to the A&R Closing Date shall be taken into account (in addition to any utilization of such “baskets” from and after the A&R Closing Date). Following the A&R Closing Date, the Revolving Credit Commitments under the Existing Credit Agreement shall continue no longer be in full force effect and effect and, if applicable, thereafter only Revolving Credit Commitments under this Agreement shall be outstanding until otherwise terminated in the forms attached to the Existing Credit Agreement, and accordance with the effect that from and after the Restatement Date all references therein shall be references to this Agreementterms hereof.

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with hereof)with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each of the Loan Documents and Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and, if applicable, in the forms attached to the Existing Credit Agreement, and with the effect that from and after the Restatement Date all references therein shall be references to this Agreement.

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Original Agreement from and after the Restatement Date and from and after the Restatement Funding Effective Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Original Agreement as of the Restatement Date and as of the Restatement Funding Effective Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Credit Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) Original Agreement and the other Loan Credit Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Effective Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Credit Documents. The parties hereto further acknowledge and agree that , (ic) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the such Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (iid) all references in the other Loan Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended hereby, each The parties agree that as of the Loan Documents Effective Date all “Defaults” and Exhibits and Schedules to “Events of Defaults” (as each term is defined in the Existing Credit Original Agreement) occurred, continuing or otherwise arising under the Original Agreement shall continue be permanently waived; provided that such prior or permanent waiver shall not constitute a waiver of any Default or Event of Default first arising under this Agreement upon or after the effectiveness of this Agreement. The parties understand and agree that the terms, provisions, conditions and limitations set forth in full any “Credit Document” (as such term is defined in the Original Agreement), including any forbearance agreement, shall be as of the Effective Date of no further force and effect and, if applicable, except to the extent they are amended and restated in the forms attached to the Existing form of a Credit Document entered into in connection with this Agreement, and then only with the effect that from such terms, provisions, conditions and after the Restatement Date all references therein shall be references to this Agreementlimitations as set forth in such Credit Documents.

Effect of Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Effective Date with respect to the transactions hereunder and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Effective Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) Agreement and the other Loan Documents as in effect prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Effective Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that , (ic) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the such Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and Obligations, (iid) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. In addition, unless specifically amended herebyAgreement and (e) on and as of the Restatement Effective Date, each of the Loan Documents and Exhibits and Schedules Non-Continuing Lender shall automatically cease to be a party to the Existing Credit Agreement (and shall not be deemed to be a party to this Agreement) and shall be released from all further obligations thereunder, and shall have no further rights to or interest in any of the Collateral; provided, however, that each Non-Continuing Lender shall continue in full force to be entitled to the benefits of Sections 2.16 and effect and, if applicable, in the forms attached to 9.03 of the Existing Credit Agreement, Agreement as in effect immediately prior to the effectiveness of the amendment and with restatement of the effect that from and after the Restatement Date all references therein shall be references to Existing Credit Agreement by this Agreement.

Effect of Restatement. This Agreement shallLease shall be effective as of, except and the Previously Existing Lease shall be amended and restated as otherwise expressly set forth hereinin this Lease on, supersede the Existing Credit Agreement from and after the Restatement Date and from and after the Restatement Funding Date with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date and as of the Restatement Funding Date. The parties hereto acknowledge and agree, however, that (a) this Agreement Lease and all the other Loan Restated Operative Documents executed and delivered herewith do not constitute a novation, payment and reborrowing novation or termination of the Obligations (under and as defined in the Previously Existing Credit Agreement) and Lease or under the other Loan Operative Documents as in effect immediately prior to the Restatement Date except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof and Date, (b) such Obligations are in all respects continuing (except as expressly provided for in the Amendment Agreement and as contemplated by Section 3.16 hereof) with only the terms being modified from and after the Restatement Date as provided in this Agreement Lease and the other Loan Restated Operative Documents. The parties hereto further acknowledge and agree that , (ic) the Guaranty, as amended and restated as of the Restatement Date, is in all respects continuing and remains in full force and effect with respect to all Liabilities (as defined therein), (d) except as provided for in, or contemplated by, the Restated Operative Documents, the mortgage, liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Lessor securing payment of the such Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations Obligations, (e) nothing contained in any Restated Operative Document shall terminate, nullify or otherwise modify the terms or scope of any consent granted to the Lessee or any Guarantor prior to the Restatement Date in connection with the Previously Existing Lease or any other Operative Document pursuant to any consent agreement or similar agreement entered into by the Lessee, the Administrative Agent, and the requisite Participants party thereto, and (iif) except to the extent the context requires otherwise, from and after the Restatement Date, all references in the other Loan Operative Documents to the “Lease” and all other references in the other Operative Documents originally applicable to the Previously Existing Credit Agreement Lease shall be deemed to refer without further amendment to this AgreementLease, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof. In additionWitness Whereof, unless specifically amended hereby, each the parties have caused this Second Amended and Restated Lease and Remedies Agreement to be duly executed and delivered as of the Loan Documents date first above written. Old Saw Mill Holdings LLC, as Lessee By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, a Delaware limited liability company, as Lessor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ALL that certain plot, piece of land, situate, lying and Exhibits being in the Town of Greenburgh, County of Westchester, and Schedules State of New York, being designated as Lot P-2 on a certain map entitled "Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and NYS Route 9A, Town of Greenburgh, Westchester County, New York Scale 1"=100'" prepared by Xxxx Xxxxx Consulting, PC, dated March 23, 2004 and last revised March 13, 2006, and filed on April 8, 2006 in the Office of the County Clerk of the County of Westchester as Filed Map No. 27754, and being more particularly described as: Beginning at a rebar set on the southwesterly right of way line of Old Saw Mill River Road, where said rebar is located South 35°43'37"West, a distance of 101.93 feet from the intersection formed by the dividing line between the lands n/f BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.2 in the Town of Mount Pleasant), and other lands of BMR-LANDMARK AT EASTVIEW(SBL 116.15-1-2.1 in the Town of Mount Pleasant), thence Running the following courses and distances along the reputed owner Town of Greenburgh 1. South 00°05'33" East a distance of 93.33 feet to a rebar set, thence 2. Along a tangent curve to the Existing Credit Agreement shall continue in full force right having a radius of 100.00 feet, turning a central angle of 21°36'34", for an arc length of 37.72 feet, the chord of said arc bearing South 10°42'49" West for a distance of 37.50 feet to a rebar set, thence 3. South 21°31'01" West a distance of 81.08 feet to a rebar set, thence 4. Along a tangent curve to the left having a radius of 98.25 feet, turning a central angle of 17°06'57", for an arc length of 29.35 feet, the chord of said arc bearing South 12°57'32" West for a distance of 29.24 feet to a rebar set, thence 5. South 04°24'12" West a distance of 32.56 feet to a rebar set, thence 6. South 03°48'59" West a distance of 30.15 feet to a rebar set, thence 7. South 02°34'01" West a distance of 90.30 feet to a rebar set, thence 8. Along a tangent curve to the right having a radius of 305.09 feet, turning a central angle of 34°07'44", for an arc length of 181.73 feet, the chord of said arc bearing South 19°37'53" West for a distance of 179.06 feet to a rebar set, thence Exhibit A (to Second Amended and effect andRestated Lease and Remedies Agreement) 9. Along a reverse curve to the left having a radius of 362.65 feet, if applicableturning a central angle of 33°16'57", for an arc length of 210.66 feet, the chord of said arc bearing South 20°03'17" West for a distance of 207.71 feet to a rebar set, thence 10. South 03°24'29" West a distance of 152.00 feet to a rebar set, thence 11. Along a tangent curve to the right having a radius of 172.07 feet, turning a central angle of 31°44'41", for an arc length of 95.33 feet, the chord of said arc bearing South 19°16'50" West for a distance of 94.12 feet to a rebar set, thence 12. Along a compound curve to the right having a radius of 139.47 feet, turning a central angle of 71°37'16", for an arc length of 174.34 feet, the chord of said arc bearing South 70°57'49" West for a distance of 163.21 feet to a rebar set, thence 13. North 73°13'58" West a distance of 128.84 feet to a rebar set, thence 14. South 16°03'11" West a distance of 16.68 feet to a rebar set, thence 15. North 73°56'49" West a distance of 29.11 feet to a rebar set, thence 16. Along a tangent curve to the left having a radius of 242.01 feet, turning a central angle of 35°55'48", for an arc length of 151.76 feet, the chord of said arc bearing South 88°05'17" West for a distance of 149.29 feet to a rebar set, thence 17. South 70°07'17" West a distance of 92.14 feet to a rebar set, thence 18. Along a tangent curve to the right having a radius of 440.98 feet, turning a central angle of 40°10'49", for an arc length of 309.25 feet, the chord of said arc bearing North 89°47'19" West for a distance of 302.95 feet to a rebar set, thence 19. South 20°18'00" West a distance of 20.89 feet to a rebar set, thence 20. North 65°49'54" West a distance of 101.52 feet to a rebar set, thence 21. Along a tangent curve to the right having a radius of 1530.00 feet, turning a central angle of 21°27'50", for an arc length of 573.16 feet, the chord of said arc bearing North 55°05'59" West for a distance of 569.81 feet to a rebar set, thence 22. Along a compound curve to the right having a radius of 400.00 feet, turning a central angle of 37°36'43", for an arc length of 262.58 feet, the chord of said arc bearing North 25°33'43" West for a distance of 257.89 feet to a rebar set, thence 23. South 58°03'06" West a distance of 1501.30 feet to a rebar set, thence 24. North 11°11'33" West a distance of 441.76 feet to a rebar set, thence 25. Along reputed owner Consolidated Edison Company of New York, Inc North 34°43'49" East a distance of 1146.62 feet to a rebar set, thence Running the following courses and distances along Lot 1 on a map entitled "Final Subdivision Plat Prepared for Eastview Holdings LLC" filed in the forms attached Westchester County Clerk's Office, Division of Land Records on 11/15/2005 as Map Xx. 00000 00. Xxxxx 00°00'00" Xxxx a distance of 225.33 feet to a rebar set, thence 27. Xxxxx 00°00'00" Xxxx a distance of 614.61 feet to a rebar set, thence 28. Along a non-tangent curve to the Existing Credit Agreementright having a radius of 1124.93 feet, turning a central angle of 16°12'11", for an arc length of 318.13 feet, the chord of said arc bearing North 30°03'42" East for a distance of 317.07 feet to a rebar set, thence 29. Along a compound curve to the right having a radius of 450.05 feet, turning a central angle of 10°26'59", for an arc length of 82.08 feet, the chord of said arc bearing North 43°23'17" East for a distance of 81.97 feet to a rebar set, thence 30. North 32°22'35" East a distance of 262.04 feet to a rebar set, thence 31. North 27°10'46" East a distance of 172.97 feet to a rebar set, thence Running the following courses and with distances along the effect that from and after the Restatement Date all references therein shall be references southwesterly right of way line of Xxx Xxxxxxx Xxxxx Xxxx, 00. Xxxxx 00°00'00" Xxxx a distance of 24.28 feet to this Agreement.a rebar set, thence 33. Xxxxx 00°00'00" Xxxx a distance of 63.98 feet to a rebar set, thence 34. Xxxxx 00°00'00" Xxxx a distance of 48.14 feet to a rebar set, thence 35. Xxxxx 00°00'00" Xxxx a distance of 167.65 feet to a rebar set, thence 36. Xxxxx 00°00'00" Xxxx a distance of 417.19 feet to a rebar set, thence 37. Xxxxx 00°00'00" Xxxx a distance of 46.04 feet to a rebar set, thence