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

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunder, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.04 of the Existing Credit Agreement or Section 10.04 of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementEffective 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, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, and be governed by, this Agreement; provided, however, that (d) the Borrowers “Revolving Loans” under (and Guarantor hereby agree that all obligations of the Borrowers under as defined in) the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment converted to, Revolving Loans hereunder (and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lendercase of Revolving Loans that are Eurocurrency Loans, with the same force and effect Interest Periods or the remaining portions of such Interest Periods, as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit Agreement) applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement. Notwithstanding anything to In connection with the contrary foregoing, (x) all such Loans and all participations in Section 10.04 Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the Existing Credit Agreement or Section 10.04 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, extent necessary to ensure the Lenders hold such Loans and 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 whom Loans are so reallocated shall make full cash settlement with each other either directly or on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignmentssuch reallocation, reallocations in the aggregate amount of the Loans so reallocated to each such Lender, and other changes (z) each applicable Lender hereby waives any breakage fees in Commitments (as respect of such term is defined reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement) such that after giving effect Agreement to such settlements each Lender’s Applicable Percentage the Effective Date shall be calculated as set forth of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on Schedule 2.01the Effective Date.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction Existing Credit Agreement Amended and Restated; Reallocation of Loans and Participations in L/C Obligations. On the conditions precedent to the effectiveness of this AgreementClosing Date, (ai) 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, (bii) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, and be governed by, this Agreement; provided, however, that (iii) the Borrowers “Loans” under (and Guarantor hereby agree that all obligations of the Borrowers under as defined in) the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. converted to, Loans hereunder (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined and, in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lendercase of Eurodollar Rate Loans, with the same force and effect Interest Periods (or the remaining portions of such Interest Periods, as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit Agreementapplicable) established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement. Notwithstanding anything to In connection with the contrary foregoing, (x) all such Loans and all participations in Section 10.04 of L/C Obligations that are continued hereunder shall immediately upon the Existing Credit Agreement or Section 10.04 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, extent necessary to ensure the Lenders hold such Loans and 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 whom Loans are so reallocated on the Closing Date shall make full cash settlement with each other either directly or on the Closing Date, through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignmentssuch reallocation, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreementaggregate amount of the Loans so reallocated to them, and (z) each applicable Lender hereby waives any breakage fees in respect of such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth reallocation of Eurodollar Rate Loans on Schedule 2.01the Closing Date.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, . (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 (b) obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, and be governed by, this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations of the Borrowers under “Loans” as defined in the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be converted to, Loans as set forth in Schedule 2.01 defined herein and the portion Existing Letters of Loans 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 under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in such amounts by and between this Agreement; provided, however, for the Lenders and from each Lender avoidance of doubt, any lender party to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit AgreementAgreement 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) under the Existing Credit AgreementAgreement will be terminated. Notwithstanding anything to the contrary All interest and fees and expenses, if any, owing or accruing under or in Section 10.04 respect of the Existing Credit Agreement or Section 10.04 of this Agreement, no other documents or instruments, through the Closing Date (including any Assignment and AcceptanceEurocurrency Breakage Costs, as defined therein) shall be executed calculated as of the Closing Date (pro-rated in connection with these assignments (all the case of which requirements are hereby waivedany fractional periods), and such assignments shall be paid on the Closing Date). (b) On the Closing Date, each Original Note, if any, held by each Bank shall be deemed to be made with all applicable representationscancelled and, warranties if such Bank has requested a Revolving Credit Note or Bid Rate Note hereunder, amended and covenants as if evidenced restated by an Assignment and Acceptance. On the Effective Date, corresponding Note delivered hereunder on or about the Lenders Closing Date (regardless of whether any Bank shall make full cash settlement with each other either directly or through have delivered to the Administrative Agent, as the Administrative Agent may direct or approve, with respect Borrower for cancellation any Original Note issued to all assignments, reallocations and other changes in Commitments (as such term is defined in it pursuant to the Existing Credit Agreement) ). Each Bank, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Original Notes held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Bank holding such Original Note, be evidenced by the corresponding Note issued hereunder, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Bank hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that after giving effect may be imposed on, incurred by or asserted against the Borrower arising out of such Bank’s failure to deliver the Original Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Bank is first notified of such claim and is given the opportunity, at such Bank’s sole cost and expense, to assert any defenses to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01payment.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementClosing 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 (b) obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, and be governed by, this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations of the Borrowers under “Loans” as defined in the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be converted to, Loans as set forth in Schedule 2.01 defined herein and the portion Existing Letters of Loans 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 under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in such amounts by and between this Agreement; provided, however, for the Lenders and from each Lender avoidance of doubt, any lender party to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit AgreementAgreement 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) under the Existing Credit AgreementAgreement will be terminated. Notwithstanding anything to the contrary All interest and fees and expenses, if any, owing or accruing under or in Section 10.04 respect of the Existing Credit Agreement or Section 10.04 of this Agreement, no other documents or instruments, through the Closing Date (including any Assignment and AcceptanceEurodollar Breakage Costs, as defined therein) shall be executed calculated as of the Closing Date (pro-rated in connection with these assignments (all the case of which requirements are hereby waivedany fractional periods), and such assignments shall be paid on the Closing Date). (b) On the Closing Date, each Original Note, if any, held by each Lender shall be deemed to be made with all applicable representationscancelled and, warranties if such Lender has requested a Revolving Credit Note or Bid Rate Note hereunder, amended and covenants as if evidenced restated by an Assignment and Acceptance. On the Effective Date, corresponding Note delivered hereunder on or about the Lenders Closing Date (regardless of whether any Lender shall make full cash settlement with each other either directly or through have delivered to the Administrative Agent, as the Administrative Agent may direct or approve, with respect Borrower for cancellation any Original Note issued to all assignments, reallocations and other changes in Commitments (as such term is defined in it pursuant to the Existing Credit Agreement) ). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Original Notes held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Lender holding such Original Note, be evidenced by the corresponding Note issued hereunder, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that after giving effect may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver the Original Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01payment.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementEffective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that the Borrowers Borrower hereby agrees that (i) the Letter of Credit Outstandings under, and Guarantor hereby agree that all obligations of the Borrowers under as defined in, the Existing Credit Agreement on the Effective Date shall be Letter of Credit Outstandings hereunder, and (ii) all Obligations of the Loan Parties under, and as defined in, the Existing Credit Agreement (as amended and restated by this Agreement) shall remain outstanding, shall constitute continuing obligations hereunderObligations secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. Each Loan Party party to the Facility Guaranty and/or the Security Documents acknowledges and agrees that (i) the Obligations shall include the Obligations of the Borrower under this Agreement after giving effect to the Effective Date, and (ii) the Liens as granted under the applicable Security Documents securing payment of such Obligations are in 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 and the other Loan Documents (in each case as amended and restated by this Agreement) and that all Obligations (as defined therein and as amended and restated in this Agreement) constitute Obligations hereunder pursuant to the terms herein, and none of them have any offsets, defenses, or counterclaims under the Existing Credit Agreement or the 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 Default or Event of Default under the Existing Credit Agreement. Each Lender represents and warrants to each Loan Party that such Lender has, 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 Schedule 1.1. (b) The parties hereto hereby acknowledge and agree that on and after the Effective Date Date, (i) all references to the Commitments Existing Credit Agreement or the Credit Agreement or any similar term in the Loan Documents (other than this Agreement) shall be as set forth in Schedule 2.01 and the portion of Loans (as defined in deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed all references to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances any section (as defined in the Existing Credit Agreementor subsection) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.04 of the Existing Credit Agreement or Section 10.04 the Credit Agreement or any similar term in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement, no ; (iii) all references to Bank of America as the Administrative Agent and or Collateral Agent (or in its capacity as the Administrative Agent and/or Collateral Agent or other documents or instruments, including any Assignment and Acceptance, shall be executed similar term) in connection with these assignments (all of which requirements are hereby waived), and such assignments the Loan Documents shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, refer to Xxxxx Fargo in its capacity as the Administrative Agent may direct and/or Collateral Agent and its successor and permitted assigns. (c) The parties hereto acknowledge and agree that this Agreement is an amendment and restatement limited as written and, except as expressly provided herein or approvein any other Loan Document, with respect is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all assignments, reallocations terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Loan Document.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementEffective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that the Borrowers Borrower hereby agrees that (i) the Letter of Credit Outstandings under, and Guarantor hereby agree that all obligations of the Borrowers under as defined in, the Existing Credit Agreement on the Effective Date shall be Letter of Credit Outstandings hereunder, and (ii) all Obligations of the Loan Parties under, and as defined in, the Existing Credit Agreement (as amended and restated by this Agreement) shall remain outstanding, shall constitute continuing obligations hereunderObligations secured by the Collateral and Real Estate Collateral , and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities.. Each Loan Party party to the Facility Guaranty and/or the Security Documents acknowledges and agrees that (i) the Obligations shall include the Obligations of the Borrower under this Agreement after giving effect to the Effective Date, and (ii) the Liens as granted under the applicable Security Documents securing payment of such Obligations are in all respects continuing and in full force 161 (b) The parties hereto hereby acknowledge and agree that on and after the Effective Date Date, (i) all references to the Commitments Existing Credit Agreement or the Credit Agreement or any similar term in the Loan Documents (other than this Agreement) shall be as set forth in Schedule 2.01 and the portion of Loans (as defined in deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed all references to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances any section (as defined in the Existing Credit Agreementor subsection) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.04 of the Existing Credit Agreement or Section 10.04 the Credit Agreement or any similar term in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement, no ; (iii) all references to Bank of America as the Administrative Agent and or Collateral Agent (or in its capacity as the Administrative Agent and/or Collateral Agent or other documents or instruments, including any Assignment and Acceptance, shall be executed similar term) in connection with these assignments (all of which requirements are hereby waived), and such assignments the Loan Documents shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, refer to Xxxxx Fargo in its capacity as the Administrative Agent may direct and/or Collateral Agent and its successor and permitted assigns. (c) The parties hereto acknowledge and agree that this Agreement is an amendment and restatement limited as written and, except as expressly provided herein or approvein any other Loan Document, with respect is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all assignments, reallocations terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01Loan Document.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementEffective Date, (a) 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, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” under (and be governed by, this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations of the Borrowers under as defined in) the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. converted to, Revolving Loans hereunder (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined and, in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lendercase of Eurocurrency Loans, with the same force and effect Interest Periods or the remaining portions of such Interest Periods, as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit Agreement) applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. Notwithstanding anything to In connection with the contrary foregoing, (x) all such Loans and all participations in Section 10.04 Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the Existing Credit Agreement or Section 10.04 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, extent necessary to ensure the Lenders hold such Loans and 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 whom Loans are so reallocated shall make full cash settlement with each other either directly or (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignmentssuch reallocation, reallocations in the aggregate amount of the Loans so reallocated to each such Lender, and other changes (z) each applicable Lender hereby waives any breakage fees in Commitments (as respect of such term is defined reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement) such that after giving effect Agreement to such settlements each Lender’s Applicable Percentage the Effective Date shall be calculated as set forth of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on Schedule 2.01the Effective Date.

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this This Agreement shall amend and restate the Existing Credit Agreement in its entirety and (b) entirety. On the Effective Date, the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within, within and be governed by, by this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations each of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunder, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans “Loans” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall on the Effective Date shall, for purposes of this Agreement, be reallocated in accordance with such Commitments included as Loans hereunder and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in of the Existing Letters of Credit Agreement) outstanding under the Existing Credit AgreementAgreement on the Effective Date shall be Letters of Credit hereunder. Notwithstanding anything Upon the Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Commitment Percentage (after giving effect to the contrary in Section 10.04 amendment and restatement of the Existing Credit Agreement or Section 10.04 in the form of this Agreement, no other documents or instruments, including any Assignment and Acceptance, ) of all Loans shall advance new Loans which shall be executed disbursed to the Agent and used to repay Loans outstanding to each Lender who holds Loans in connection with these assignments an aggregate amount greater than its Commitment Percentage of all Loans, (all b) each Lender’s participation in each Letter of which requirements are hereby waived), and such assignments Credit shall be deemed automatically adjusted to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments equal its Commitment Percentage (as such term is defined in the Existing Credit Agreement) such that after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement), and (c) such settlements other adjustments shall be made as the Agent shall specify so that each Lender’s Applicable Credit Extension equals its Commitment Percentage shall be as set forth on Schedule 2.01(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) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementEffective 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, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” and be governed by, this Agreement; provided, however, that the Borrowers “Term Loans” under (and Guarantor hereby agree that all obligations of the Borrowers under as defined in) the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. converted to, Revolving Loans hereunder (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined and, in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lendercase of Eurodollar Loans, with the same force and effect Interest Periods or the remaining portions of such Interest Periods, as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit Agreement) applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. Notwithstanding anything to In connection with the contrary foregoing, (x) all such Loans and all participations in Section 10.04 Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the Existing Credit Agreement or Section 10.04 effectiveness of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, extent necessary to ensure the Lenders hold such Loans and 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 whom Loans are so reallocated shall make full cash settlement with each other either directly or on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignmentssuch reallocation, reallocations in the aggregate amount of the Loans so reallocated to each such Lender, and other changes (z) each applicable Lender hereby waives any breakage fees in Commitments (as respect of such term is defined reallocation of Eurodollar Loans o the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement) such that after giving effect Agreement to such settlements each Lender’s Applicable Percentage the Effective Date shall be calculated as set forth of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on Schedule 2.01.the Effective Date. gsdocs.8556767.13

Existing Credit Agreement Amended and Restated. (a) Upon satisfaction of On the conditions precedent to the effectiveness of this AgreementClosing 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 (b) obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed withinevidenced by this Agreement and the other Loan Documents, and be governed by, this Agreement; provided, however, that the Borrowers and Guarantor hereby agree that all obligations of the Borrowers under “Loans” as defined in the Existing Credit Agreement shall remain outstanding, shall constitute continuing obligations hereunderoutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. (b) The parties hereto hereby agree that on the Effective Date the Commitments shall be converted to, Loans as set forth in Schedule 2.01 defined herein and the portion Existing Letters of Loans 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 under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in such amounts by and between this Agreement; provided, however, for the Lenders and from each Lender avoidance of doubt, any lender party to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (as defined in the Existing Credit AgreementAgreement 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) under the Existing Credit AgreementAgreement will be terminated. Notwithstanding anything to the contrary All interest and fees and expenses, if any, owing or accruing under or in Section 10.04 respect of the Existing Credit Agreement or Section 10.04 of this Agreement, no other documents or instruments, through the Closing Date (including any Assignment and AcceptanceBreakage Costs, as defined therein) shall be executed calculated as of the Closing Date (pro-rated in connection with these assignments (all the case of which requirements are hereby waivedany fractional periods), and such assignments shall be paid on the Closing Date). (b) On the Closing Date, each Original Note, if any, held by each Bank shall be deemed to be made with all applicable representationscancelled and, warranties if such Bank has requested a Revolving Credit Note or Bid Rate Note hereunder, amended and covenants as if evidenced restated by an Assignment and Acceptance. On the Effective Date, corresponding Note delivered hereunder on or about the Lenders Closing Date (regardless of whether any Bank shall make full cash settlement with each other either directly or through have delivered to the Administrative Agent, as the Administrative Agent may direct or approve, with respect Borrower for cancellation any Original Note issued to all assignments, reallocations and other changes in Commitments (as such term is defined in it pursuant to the Existing Credit Agreement) ). Each Bank, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Original Notes held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Bank holding such Original Note, be evidenced by the corresponding Note issued hereunder, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Bank hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that after giving effect may be imposed on, incurred by or asserted against the Borrower arising out of such Bank’s failure to deliver the Original Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Bank is first notified of such claim and is given the opportunity, at such Bank’s sole cost and expense, to assert any defenses to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01payment.