Common use of Existing Credit Agreement Amended and Restated Clause in Contracts

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date).

Existing Credit Agreement Amended and Restated. Upon satisfaction of the conditions precedent to this Agreement in Section 4.01, (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety butentirety, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, (b) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within and be governed by this Agreement Agreement; provided, however, that each of the Borrowers, each Agent, each Lender and the other Loan Documents, each Issuing Bank hereby agrees that (i) each of the “Loans” (as such term is defined in the Existing Credit Agreement shall remain Agreement) outstanding and be continued as, and converted to, Loans as defined herein and under the Existing Letters Credit Agreement on the Restatement Effective Date shall, for purposes of Credit issued by the Fronting Bank this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (as defined in the Existing Credit Agreement) for outstanding under the account Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrower prior to Borrowers under the Closing Date Existing Credit Agreement shall remain issued outstanding, shall constitute continuing Obligations secured by the Collateral, and outstanding and this Agreement shall not be deemed to be Letters evidence or result in a novation or repayment and reborrowing of Credit under this Agreementsuch Obligations, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party (iv) all references to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminatedprovisions hereof. All interest and fees and expenses[SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage CostsINC., as defined therein) shall be calculated as of the Closing Date (proa Borrower By: Name: Wxxxxxx Xxxx Title: Vice President and Treasurer EACH OF THE BORROWERS LISTED ON ANNEX A HERETO By: Name: Wxxxxxx Xxxx Title: Vice President EACH OF THE BORROWERS LISTED ON ANNEX B HERETO By: Name: Wxxxxxx Xxxx Title: Senior Vice President Annex A APW SUPERMARKETS, INC. COMPASS FOODS, INC. FOOD BASICS, INC. HOPELAWN PROPERTY I, INC. MXXXXX AVENUE PLAZA CORP. SHOPWELL, INC. SUPER FRESH FOOD MARKETS, INC. SUPER FRESH/SAV-rated in the case of any fractional periods)A-CENTER, and shall be paid on the Closing Date)INC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONN., INC. WXXXXXXX, INC. [Credit Agreement] ANNEX B PATHMARK STORES, INC. AAL REALTY CORP. MACDADE BOULEVARD STUART, LLC BERGEN STREET PATHMARK, INC. BRIDGE STUART INC. EAST BRUNSWICK STUART INC. LANCASTER PXXX XXXXXX, LLC PLAINBRIDGE LLC UPPER DXXXX XXXXXX, LLC [Credit Agreement]

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations thereunder. On , (b) the Closing Daterespective “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, and (d) the “Revolving Loans” under (and as defined in in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and in the case of Revolving Loans that are Eurocurrency Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in applicable, established therefor under the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement; provided. In connection with the foregoing, however(x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder extent necessary to ensure the Lenders hold such Loans and is not a party participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.1, (y) each applicable Lender to this Agreement whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and its Commitment under (and as defined inz) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Existing Credit Agreement will be terminatedEffective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through to the Closing Effective Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Effective Date).

Existing Credit Agreement Amended and Restated. (a) Existing Credit Agreement Amended and Restated; Reallocation of Loans and Participations in L/C Obligations. (a) On the Closing Date, (i) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, (ii) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, and (iii) the “Loans” under (and as defined in in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans hereunder (and, in the case of Eurodollar Rate Loans, with the same Interest Periods (or the remaining portions of such Interest Periods, as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in applicable) established therefor under the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement; provided. In connection with the foregoing, however(x) all such Loans and all participations in L/C Obligations that are continued hereunder shall immediately upon the effectiveness of this Agreement, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder extent necessary to ensure the Lenders hold such Loans and is not a party participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through whom Loans are so reallocated on the Closing Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid make full cash settlement on the Closing Date), through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to them, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Rate Loans on the Closing Date.

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunder. On , (b) the Closing Date“Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” under (and as defined in in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, in the case of Eurocurrency Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in applicable, established therefor under the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, howeverand (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, for (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the avoidance effectiveness of doubtthis Agreement, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder extent necessary to ensure the Lenders hold such Loans and is not a party participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to this Agreement whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and its Commitment under (and as defined inz) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Existing Credit Agreement will be terminatedEffective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through to the Closing Effective Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Effective Date).

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Eurodollar Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date).

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On , (b) the Closing Date“Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” and “Term Loans” under (and as defined in in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, in the case of Eurodollar Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in applicable, established therefor under the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, howeverand (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, for (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the avoidance effectiveness of doubtthis Agreement, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder extent necessary to ensure the Lenders hold such Loans and is not a party participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to this Agreement whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and its Commitment under (and as defined inz) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Loans o the Existing Credit Agreement will be terminatedEffective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through to the Closing Effective Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Effective Date).. 107 gsdocs.8556767.13

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Effective Date, (i) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, (ii) the commitments of the lenders under the Existing Credit Agreement 131 69635641 who elect not to become Lenders under this Agreement shall be terminated and (iii) the Commitment of each of the lenders under the Existing Credit Agreement who elect to become Lenders under this Agreement shall be as set forth in Schedule 2.01 (and the outstanding amount of the Committed Loans (as defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments. On the Closing Effective Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date).

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, (b) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documentssubsumed within, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued asgoverned by, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for that the avoidance Borrower hereby agrees that (i) the Letter of doubtCredit Outstandings under, any lender party to and as defined in, the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder on the Effective Date shall be Letter of Credit Outstandings hereunder, and is not a party to this Agreement and its Commitment under (ii) all Obligations of the Loan Parties under, and as defined in) , the Existing Credit Agreement will (as amended and restated by this Agreement) shall remain outstanding, shall constitute continuing Obligations secured by the Collateral, and this Agreement shall not be terminateddeemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. All interest Each Loan Party party to the Facility Guaranty and/or the Security Documents acknowledges and fees agrees that (i) the Obligations shall include the Obligations of the Borrower under this Agreement after giving effect to the Effective Date, and expenses, if any, owing or accruing (ii) the Liens as granted under or the applicable Security Documents securing payment of such Obligations are in respect of all respects continuing and in full force and effect pursuant to the terms therein and are reaffirmed hereby. Each Loan Party is absolutely and unconditionally indebted under the Existing Credit Agreement through and the Closing Date other Loan Documents (including any Eurocurrency Breakage Costs, in each case as amended and restated by this Agreement) and that all Obligations (as defined thereintherein and as amended and restated in this Agreement) shall be calculated as constitute Obligations hereunder pursuant to the terms herein, and none of them have any offsets, defenses, or counterclaims under the Closing Date (pro-rated in Existing Credit Agreement or the case other Loan Documents immediately prior to the Effective Date, and, to the extent that any such offsets, defenses or counterclaims exist or may have existed immediately prior to the Effective Date, the each Loan Party hereby WAIVES and RELEASES the same. The Agents represent and warrant to each Loan Party that the Agents have no knowledge of any fractional periods)Default or Event of Default under the Existing Credit Agreement. Each Lender represents and warrants to each Loan Party that such Lender has, and shall be paid by either an assignment by such Lender to one or more other Lenders or by the receipt by such Lender of an assignment from one or more other Lenders, the Commitment attributable to such Lender as set forth on the Closing Date)Schedule 1.1.

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Effective Date, (i) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, (ii) the commitments of the lenders under the Existing Credit Agreement who elect not to become Lenders under this Agreement shall be terminated and (iii) the Commitment of each of the lenders under the Existing Credit Agreement who elect to become Lenders under this Agreement shall be as set forth in Schedule 2.01 (and the outstanding amount of the Committed Loans (as defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments. On the Closing Effective Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date).

Existing Credit Agreement Amended and Restated. (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are hereby amended and restated in their entirety, and replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Borrowers for the Obligations heretofore incurred pursuant to Existing Credit Agreement and the other Loan Documents or the continuing existence of the Liens provided for in the Loan Documents. (a) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness, obligations and liabilities of the Borrowers evidenced by or arising under the Existing Credit Agreement or the other Loan Documents. On or substantially contemporaneously with the Closing Date, this Agreement shall amend and restate (a) the Existing Credit Agreement in its entirety butresignation of Bank of America, for the avoidance of doubtN.A., as Agent, shall not constitute a novation be effective and Xxxxx Fargo Retail Finance, LLC shall replace Bank of the parties’ rights America, N.A. as Agent, and obligations thereunder. On the Closing Date, (b) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within and be governed by this Agreement and the other Loan DocumentsAgreement; provided, however, that, each of the “Loans” (as such term is defined in the Existing Credit Agreement shall remain Agreement) outstanding and be continued as, and converted to, Loans as defined herein and under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be included as Loans hereunder and each of the “Letters of Credit issued by the Fronting Bank Credit” (as defined in the Existing Credit Agreement) for outstanding under the account of the Borrower prior to Existing Credit Agreement on the Closing Date shall remain issued and outstanding and shall be deemed to be included as Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date)hereunder.

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Date, this This Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunderentirety. On the Closing Effective Date, the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within and be governed by this Agreement and the other Loan DocumentsAgreement; provided, however, that each of the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall, for the account purposes of this Agreement, be included as Loans hereunder and each of the Borrower prior to Existing Letters of Credit outstanding under the Closing Existing Credit Agreement on the Effective Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreementhereunder. Upon the Effective Date, and shall bear interest and be subject to such other fees as set forth (a) each Lender who holds Loans in this Agreement; provided, however, for the avoidance of doubt, any lender party an aggregate amount less than its Commitment Percentage (after giving effect to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder amendment and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement through in the Closing Date (including any Eurocurrency Breakage Costs, as defined thereinform of this Agreement) of all Loans shall advance new Loans which shall be calculated as disbursed to the Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Commitment Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Commitment Percentage (after giving effect to the amendment and restatement of the Closing Date (pro-rated Existing Credit Agreement in the case form of any fractional periodsthis Agreement), and (c) such other adjustments shall be paid on made as the Closing Date)Agent shall specify so that each Lender’s Credit Extension equals its Commitment Percentage (after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement) of the total Credit Extension of all of the Lenders.

Existing Credit Agreement Amended and Restated. (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the Existing Credit Agreement will be terminated. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Eurodollar Breakage Costs, as defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date).